EXHIBIT 4.2
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.
[FACE OF SECURITY]
CUSIP NO. 723787 AF 4
No. T-01 $450,000,000
6.875% Senior Notes due 2018
Pioneer Natural Resources Company, a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum of $450,000,000 Dollars
on May 1, 2018.
Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
Additional provisions of this Security are set forth on the other side of
this Security.
Dated: May 1, 2006
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Richard P. Dealy
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Richard P. Dealy
Executive Vice President and
Chief Financial Officer
By: /s/ Mark H. Kleinman
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Mark H. Kleinman
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee, certifies that this
is one of the Debt Securities, designated 6.875% Senior Notes due 2018, referred
to in the Indenture.
By: /s/ John C. Stohlmann
----------------------------------
Authorized Signatory
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[REVERSE OF SECURITY]
6.875% Senior Notes due 2018
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 May 1 and November 1 of each year commencing
on November 1, 2006. 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 May 1, 2006. 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 15 or October 15 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 Trust Company, N.A., a United States
banking association ("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 sixth
supplemental indenture dated as of May 1, 2006 (the "Sixth Supplemental
Indenture," and, collectively with the aforementioned indenture, the
"Indenture"), among the Company, Pioneer Natural Resources USA, Inc., a Delaware
corporation (the "Guarantor"), 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. Sec. 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
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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 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 6.875% Senior Notes due 2018 (the "Securities")
issued under the Indenture, limited to $450,000,000 aggregate principal amount.
The Company may, without the consent of the Holders of the Notes, increase such
aggregate principal amount in the future, on the same terms and conditions and
with the same CUSIP numbers as the Notes. The Company shall not issue any such
additional Notes unless the additional Notes are fungible with the Notes for
United States federal income tax purposes. The Indenture imposes certain
limitations (with significant exceptions) on the ability of the Company and its
Subsidiaries to create Liens on assets and engage in sale and leaseback
transactions. This Indenture also imposes limitations on the ability of the
Company to consolidate, merge or transfer all or substantially all of its
assets.
5. Obligation to Guarantee
The Guarantor, pursuant to the Sixth Supplemental Indenture, has agreed
that, if any of certain other senior notes of the Company hereafter are
guaranteed by the Guarantor then, it will at that time unconditionally guarantee
(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 are as
expressly set forth in Section 3 of the Sixth 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
obligation to guarantee. The terms of Section 3 of the Sixth Supplemental
Indenture and such other provisions of the Indenture as are applicable to the
Guarantor are incorporated herein by reference.
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
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(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 Sixth 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 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 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.
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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 Sixth 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.
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.
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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 900
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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