-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9doeIvarcThjpbsXUBGyDi5j8W8C7yqY/tqt8hQaYwb606UbmHgEMCebPLphe2r 3FaAh+UD9ceuL6zl2De5dA== 0000950134-99-001887.txt : 19990325 0000950134-99-001887.hdr.sgml : 19990325 ACCESSION NUMBER: 0000950134-99-001887 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001038357 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752702753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-13245 FILM NUMBER: 99570955 BUSINESS ADDRESS: STREET 1: 1400 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724449001 MAIL ADDRESS: STREET 1: 1400 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 10-K 1 FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 1998 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 Commission File Number: 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 No.) 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 Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- Common Stock, par value $.01...................... New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None 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 ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF FEBRUARY 26, 1999...................................................... $ 485,536,206 NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 26, 1999.................................................. 100,300,023
DOCUMENTS INCORPORATED BY REFERENCE: None - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PIONEER NATURAL RESOURCES COMPANY CROSS REFERENCE SHEET Pursuant to National Policy Statement No. 47 (Canada) (Annual Information Form ("AIF"))
ITEM NUMBER AND CAPTION OF AIF HEADING OR LOCATION IN FORM 10-K - ------------------------------ -------------------------------- 1. Incorporation Item 1. Business 2. General Development of the Business Item 1. Business 3. Narrative Description of the Business Item 1. Business Item 2. Properties 4. Selected Consolidated Financial Information Item 6. Selected Financial Data Item 8. Financial Statements and Supplementary Data 5. Management's Discussion and Analysis Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk 6. Market for Securities Item 5. Market for Registrant's Common Stock and Related Stockholder Matters 7. Directors and Officers Item 10. Directors and Executive Officers of the Registrant 8. Additional Information Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions
2 3 Parts I and II of this Report contain forward looking statements that involve risks and uncertainties. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward looking statements. See "Item 1. Business -- Competition, Markets and Regulation" and "Item 1. Business -- Risks Associated with Business Activities" for a description of various factors that could materially affect the ability of the Company to achieve the anticipated results described in the forward looking statements. PART I Unless otherwise specified, all dollar amounts are expressed in United States dollars. Certain oil and gas terms used in this Report are defined under "Item 1. Business -- Definition of Certain Oil and Gas Terms". ITEM 1. BUSINESS GENERAL Pioneer Natural Resources Company ("Pioneer," or the "Company") was formed in April 1997 as a Delaware corporation and, prior to August 7, 1997, had not conducted any significant activities. Effective as of August 7, 1997, Parker & Parsley Petroleum Company ("Parker & Parsley"), formerly a Delaware corporation, and MESA Inc. ("Mesa"), formerly a Texas corporation, completed their business combination pursuant to an Amended and Restated Agreement and Plan of Merger dated as of April 6, 1997 (the "Merger Agreement"). On December 18, 1997, the Company's asset base was significantly expanded by the acquisition of the Canadian and Argentine oil and gas business of Chauvco Resources Ltd. ("Chauvco"), a publicly traded independent oil and gas company based in Calgary, Canada. Both the merger with Mesa and the acquisition of Chauvco were accounted for as purchases by the Company (formerly Parker & Parsley). As a result, the historical financial, reserve and other statistical information for the Company are those of Parker & Parsley prior to August 1997. The Company's financial, reserve and other statistical information present the addition of Mesa's and Chauvco's assets and liabilities as acquisitions in August and December 1997, respectively. The Company's proved reserves at December 31, 1998 totaled 677 million BOE, representing $1.6 billion in PV 10 Value. Of the total, United States reserves represent 78 percent of the BOEs and 74 percent of the PV 10 Value. The Company's business activities are conducted through wholly-owned subsidiaries and are comprised of the business activities formerly conducted by Parker & Parsley, Mesa and Chauvco. Drilling and production operations are principally located domestically in Texas, Kansas, Oklahoma, Louisiana, New Mexico and offshore Gulf of Mexico and internationally in Argentina and Canada. The Company's executive offices are located at 1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas 75039; the Company's telephone number is (972) 444-9001. The Company maintains other offices in Midland, Texas; Buenos Aires, Argentina; Calgary, Canada; and Capetown, South Africa. At December 31, 1998, the Company had 1,016 employees, 475 of which were employed in field and plant operations. MISSION AND STRATEGIES The Company's mission is to provide shareholders with superior investment returns through strategies that maximize Pioneer's long-term profitability and net asset value. The strategies employed to achieve this mission are anchored by the Company's long-lived Hugoton and West Panhandle gas fields and Spraberry oil field reserves and production. Underlying these fields are approximately sixty percent of the Company's proved oil and gas reserves which have a remaining production life of approximately forty years. The stable base of oil and gas production from these fields generate operating cash flows that allow Pioneer the financial flexibility to protect long-term net asset values during cycles of depressed oil or gas prices and, during favorable oil and gas price environments, more aggressively pursue capital investment strategies of: (a) developing and increasing 3 4 production from existing properties through low-risk development drilling and other activities, (b) concentrating on defined geographic areas to achieve operating and technical efficiencies, (c) pursuing strategic acquisitions in the Company's core areas that will complement the Company's existing asset base and that will provide additional growth opportunities, (d) utilizing or acquiring technological and operating efficiencies to selectively expand into new geographic areas that feature producing properties and provide exploration/exploitation opportunities, (e) allocating the personnel and technology necessary to increase the Company's exploration opportunities and (f) maintaining financial flexibility to take advantage of additional exploration, development and acquisition opportunities. Additionally, to further align the interests of management and shareholders, Pioneer encourages high levels of equity ownership among senior managers and the Company's Board of Directors. The Company is committed to continuing to enhance shareholder investment returns through adherence to these strategies. BUSINESS ACTIVITIES BUSINESS ENVIRONMENT The Company is an independent oil and gas exploration and production company whose operating cash flows are primarily impacted by production volumes, realized oil and gas prices, production costs, interest expense and general and administrative expense. Approximately sixty percent of Pioneer's proved oil and gas reserves underlie the Hugoton and West Panhandle gas fields and the Spraberry oil field, which are characterized by long-lived, relatively stable oil and gas production. These fields serve to reduce volatility in the Company's short-term production volumes. The realized oil and gas prices that Pioneer reports are based on the market price received for the commodity adjusted by the results of the Company's hedging activities. See "Marketing of Production" below. Historically, worldwide oil and gas prices have been 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. Since the third quarter of 1997, there has been a declining trend in world oil prices and, more recently but to a lesser extent, natural gas prices. During cycles of depressed commodity prices, such as the current cycle, the Company has the ability to reduce its capital investments, without a significant impact to production volumes, which allows the Company to control long-term debt levels and to protect its net asset values. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations". During 1998, the Company implemented cost containment measures intended to reduce future production and administrative costs. These measures included the closings of the Company's regional offices in Oklahoma City, Oklahoma, Corpus Christi, Texas, and Houston, Texas and the elimination of approximately 350 employee positions. Associated with these measures, the Company recognized reorganization charges of $33.2 million during 1998. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note N to Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data". The Company's interest expense is essentially dependent upon debt levels and prevailing interest rates. Pioneer intends to reduce its capital expenditures during 1999 to approximately $100 million and to divest certain oil and gas assets in 1999 or 2000 for approximately $500 million to $600 million of divestment proceeds. See "Asset Divestitures" below. The liquidity provided by these actions is expected to allow the Company to reduce outstanding indebtedness during 1999. Although the Company anticipates that these divestments will occur in 1999 or in 2000, the finalization of the transactions are contingent upon the Company's ability to find one or more purchasers willing to purchase the non-strategic assets at prices acceptable to the Company and the purchasers' ability to complete the transaction. There can be no assurances that the Company will be successful in completing the divestitures in 1999 or in 2000. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations". 4 5 PRODUCTION The Company focuses its efforts towards maximizing its average daily production of oil and gas through development and exploratory drilling, production enhancement activities and acquisitions of producing properties. Average daily oil and gas production have each increased every year since 1991 with the exception of 1996 when average daily production declined due to significant property dispositions. Comparing 1993 to 1998, average daily oil and NGL production has increased 327 percent and average daily gas production has increased 352 percent, while production costs per BOE have declined 35 percent. Production, price and cost information with respect to the Company's properties for each of 1998, 1997 and 1996 is set forth under "Item 2. Properties -- Selected Oil and Gas Information -- Production, Price and Cost Data". DRILLING ACTIVITIES The Company seeks to increase its oil and gas reserves, production and cash flow by concentrating on drilling low-risk development wells and by conducting additional development activities such as recompletions. From the beginning of 1994 through the end of 1998, the Company drilled 2,567 gross (1,777 net) wells, 93 percent of which were successfully completed as productive wells, at a total cost (net to the Company's interest) of $1.3 billion. During 1998, the Company drilled 568 gross (431 net) wells for a total cost (net to the Company's interest) of approximately $430 million, 70 percent of which was spent on development wells and related facilities. The Company's current 1999 capital expenditure budget is $100 million, which the Company has allocated as follows: $75 million to exploitation activities, and $25 million to exploration activities. The Company believes that its current property base provides a substantial inventory of prospects for future reserve, production and cash flow growth. The Company's reserves as of December 31, 1998 include proved undeveloped and proved developed non-producing reserves of 43.3 million Bbls of oil and NGLs and 369 Bcf of gas. The timing of the development of these reserves will be dependent upon the commodity price environment, the Company's expected operating cash flows and the Company's financial condition. The Company believes that its current portfolio of undeveloped prospects provides attractive development and exploration opportunities for at least the next three to five years. EXPLORATORY ACTIVITIES Over the past three years, the Company has dedicated an increasing percentage of its annual exploration/exploitation capital budget to exploratory projects: 18 percent in 1996, 28 percent in 1997 and 30 percent in 1998. As a result of the downturn in commodity prices, the Company's 1999 capital budget has been limited to $100 million and the portion of the budget dedicated to exploration activities is targeted at approximately $25 million. The Company currently anticipates that its 1999 exploration efforts, although curtailed, will be concentrated domestically in the Gulf of Mexico and onshore Gulf Coast region. The Company will participate in one or two wells in the Gulf of Mexico deep-water Mississippi Canyon Block 305 and in two wells in either the onshore Gulf Coast area or in East Texas where several shallower exploration prospects have been defined from Pioneer's 3-D database. The Company's exploration programs in South Africa, Gabon, and the Gulf Coast transition zone are targeted for comprehensive studies that will focus on analysis, ranking and timing of prospects during 1999. Exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons than development drilling or enhanced recovery activities. See "Item 1. Business -- Risks Associated with Business Activities -- Risks of Drilling Activities" below. ASSET DIVESTITURES The Company regularly reviews its property base for the purpose of identifying non-strategic assets, the disposition of which would increase capital resources available for other activities and create organizational and operational efficiencies. While the Company generally does not dispose of assets solely for the purpose of reducing debt, such dispositions can have the result of furthering the Company's objective of financial flexibility through decreased debt levels. 5 6 During 1998 and 1997, the Company's asset disposition activity primarily consisted of the sale of oil and gas properties for proceeds of $21.9 million and $115.7 million, respectively, which resulted in a 1998 pre-tax net loss of $445 thousand and a 1997 pre-tax net gain of $5.0 million. During the year ended December 31, 1996, the Company sold certain wholly-owned subsidiaries for proceeds of $183.2 million resulting in a pre-tax gain of $83.3 million and certain non-strategic domestic assets for proceeds of $58.4 million that resulted in the recognition of a pre-tax net gain of $13.8 million. The proceeds from the asset dispositions were used to reduce the Company's outstanding bank indebtedness and to provide funding for a portion of the Company's capital expenditures, including purchases of oil and gas properties in the Company's core areas. The Company has announced its intentions to sell non-strategic oil and gas assets for gross proceeds of $500 million to $600 million in 1999 and 2000. In February 1998, the Company announced its intentions to sell domestic non-strategic properties and subsequently signed a purchase and sale agreement (the "Agreement") to sell certain oil and gas properties representing approximately 10 percent of the Company's proved reserves. In December 1998, Pioneer announced the re-negotiation of the Agreement and the sale of an exclusive and irrevocable option to the counter-parties to purchase the same properties on or before March 31, 1999. The proceeds associated with the re-negotiated terms total $335 million, of which $41 million represents an irrevocable option fee that has been paid to the Company as of December 31, 1998. The Company's realization of the remaining $294 million of proceeds, which would be used to reduce outstanding indebtedness, is primarily dependent upon the buyer's ability to finance the purchase and certain other contingencies defined in the Agreement. As a result, there can be no assurance that the divestiture of any or all of the properties will be completed or that the remaining proceeds will be realized. The Company is continuing to review its portfolio of oil and gas properties to identify other non-strategic properties for divestiture. The realization of the Company's plans to divest of the other non-strategic oil and gas properties in 1999 or in 2000 is contingent upon, among other things, the Company's ability to find one or more purchasers' willing to purchase the non-strategic assets at prices acceptable to the Company and the purchasers' ability to complete the transaction. There can be no assurances that the Company will be successful in completing the divestitures in 1999 or in 2000. The Company anticipates that it will continue to sell non-strategic properties from time to time to increase capital resources available for other activities, to achieve operating and administrative efficiencies and to improve profitability. ACQUISITION ACTIVITIES GENERAL. The Company regularly seeks to acquire properties that complement its operations and provide further development opportunities and cost-reduction potential. In addition, the Company pursues strategic acquisitions that will allow the Company to expand into new geographical areas that feature producing properties and provide development or exploration opportunities. During 1998, the Company reduced its emphasis on major acquisitions and, instead, concentrated its efforts on maximizing the value of the properties acquired in 1997. During 1997, the Company completed three major transactions: the merger with Mesa for total consideration of $991.0 million, the acquisition of Chauvco for total consideration of $721.4 million and the acquisition of assets from America Cometra for total consideration of $130 million. These acquisitions added significantly to the Company's exploratory and development drilling opportunities, balanced the Company's reserve mix between oil and natural gas, increased the scale of its operations in the Mid Continent region, the offshore Gulf Coast region, Argentina and Canada and provided the Company with a significant base of operations and experienced personnel for its areas of geographic focus, including international areas. During 1996, the Company focused on smaller acquisitions of properties that exhibited one or more of the following characteristics: properties that were near or otherwise complemented the Company's existing properties, properties that represented additional working interests in Company-operated properties or properties that provided the Company with strategic exploitation or exploration opportunities. In 1996, aggregate expenditures to acquire such interests and properties amounted to approximately $21 million. FUTURE ACQUISITION OPPORTUNITIES. The Company regularly pursues and evaluates acquisition opportunities (including opportunities to acquire particular oil and gas properties or related assets or entities owning oil and gas properties or related assets and opportunities to engage in mergers, consolidations or other business 6 7 combinations with such entities) and at any given time may be in various stages of evaluating such opportunities. Such stages may take the form of internal financial analysis, oil and gas reserve analysis, due diligence, the submission of an indication of interest, preliminary negotiations, negotiation of a letter of intent or negotiation of a definitive agreement. FINANCIAL MANAGEMENT The Company strives to maintain its outstanding indebtedness at a moderate level in order to provide sufficient financial flexibility for future exploration, development and acquisition opportunities. While the Company may occasionally incur higher levels of debt to take advantage of opportunities, management's objective is to maintain a flexible capital structure and to strengthen the Company's financial position through debt management. As with any organization, the Company has experienced various debt levels in recent years as it has responded to strategic opportunities. During 1996 and 1995, the Company took deliberate actions to reduce its debt levels or extend its debt maturities in order to improve its financial flexibility and enable it to take advantage of future strategic opportunities. The Company was able to reduce its debt level significantly each year through the application of proceeds from the dispositions of assets that the Company had identified as non-strategic (see "Asset Divestitures" above). In 1997, the Company's debt level increased as a result of the assumption of the debt of Mesa and Chauvco. In 1998, severe commodity price declines reduced cash flows from operating activities, causing the Company to increase debt to finance committed capital investments. As a result of the increases in debt and reductions in shareholders' equity primarily resulting from 1998 and 1997 non-cash asset impairment provisions (see Note M and Note O of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data"), the Company's debt as a percentage of total capitalization has increased to 73 percent and 56 percent at December 31, 1998 and 1997, respectively. In 1999, the Company intends, as it did in 1996 and 1995, to take deliberate actions to reduce debt through reductions in capital investments and the use of operating cash flows and net proceeds from the divestiture of non-strategic assets. MARKETING OF PRODUCTION GENERAL. Production from the Company's properties is marketed consistent with industry practices. Sales prices for both oil and gas production are negotiated based on factors normally considered in the industry such as the spot price for gas or the posted price for oil, price regulations, distance from the well to the pipeline, well pressure, estimated reserves, commodity quality and prevailing supply conditions. SIGNIFICANT PURCHASERS. During 1998, the Company's primary purchaser of crude oil was Genesis Crude Oil L.P. ("Genesis") and the Company's primary purchaser of natural gas liquids was Williams Energy Services ("Williams"). Approximately 10 percent and 10 percent of the Company's 1998 oil and gas revenues were attributable to sales to Genesis and Williams, respectively. During 1998, the Company marketed its natural gas to a variety of purchasers, none of which accounted for 10 percent or more of the Company's oil and gas revenues. The Company is of the opinion that the loss of any one purchaser would not have an adverse effect on its ability to sell its oil and gas production or natural gas products. HEDGING ACTIVITIES. The Company periodically enters into 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. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for a description of the Company's results of its hedging activities; "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for discussions regarding the hedging strategies used by the Company to mitigate commodity price risks associated with crude oil, natural gas liquids and natural gas sales; and Note J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Company's open hedge positions at December 31, 1998 and the related prices to be realized. 7 8 OPERATIONS BY GEOGRAPHIC AREA The Company operates in one industry segment. During 1998, the Company principally had oil and gas producing activities in the United States, Canada and Argentina and had exploration activities primarily in the United States, Canada, Argentina and South Africa. During 1997 and 1996, prior to the acquisition of Chauvco, the Company did not have significant operations in geographic areas other than the United States. See Note P of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for geographic operating segment information. COMPETITION, MARKETS AND REGULATION COMPETITION. The oil and gas industry is highly competitive. A large number of companies and individuals engage in the exploration for and development of oil and gas properties, and there is a high degree of competition for oil and gas properties suitable for development or exploration. Acquisitions of oil and gas properties have been an important element of the Company's growth, and the Company intends to continue to acquire oil and gas properties. The principal competitive factors in the acquisition of oil and gas properties include the staff and data necessary to identify, investigate and purchase such properties and the financial resources necessary to acquire and develop them. Many of the Company's competitors are substantially larger and have financial and other resources greater than those of the Company. MARKETS. The Company's ability to produce and market oil and gas profitably depends on numerous factors beyond the Company's control. The effect of these factors cannot be accurately predicted or anticipated. In recent years, worldwide oil and gas production capacities in certain areas of the United States have exceeded demand, with resulting declines in the price of oil and gas. Although the Company cannot predict the occurrence of events that may affect oil and gas prices or the degree to which oil and gas prices will be affected, it is possible that prices for any oil or gas the Company produces will be equivalent to or lower than those currently available. A continuation of the current commodity price environment or a further decline in the price of oil or gas will continue to adversely affect the Company's revenues, profitability and cash flow. During most of 1996 and 1997, the Company benefited from higher oil prices as compared to previous years. However, during the fourth quarter of 1997, oil prices began a downward trend that has continued through March 1999. A continuation of the present oil price environment will prolong the associated adverse effect on the Company's revenues and operating cash flow, and may result in further downward adjustments to the Company's current 1999 capital budget of $100 million. Additionally, declines in the outlook for future price levels have contributed to 1998 and 1997 non-cash impairment provisions to reduce the carrying values of oil and gas properties and in a non-cash valuation adjustment to the Company's deferred tax assets. See Note M and Note O of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for specific disclosures relative to the impairments and valuation provisions. Continued declines in commodity prices could result in additional impairment or valuation provisions in the future. GOVERNMENTAL REGULATION. Oil and gas exploration and production are subject to various types of regulation by local, state, federal and foreign agencies. The Company's operations are also subject to state conservation laws and regulations, including provisions for the unitization or pooling of oil and gas properties, the establishment of maximum rates of production from wells and the regulation of spacing, plugging and abandonment of wells. Each state generally imposes a production or severance tax with respect to production and sale of oil and gas within their respective jurisdictions. The regulatory burden on the oil and gas industry increases the Company's cost of doing business and, consequently, affects its profitability. The Outer Continental Shelf Lands Act (the "OCSLA") requires that all pipelines operating on or across the Outer Continental Shelf (the "OCS") provide open-access, nondiscriminatory service. Although the Federal Energy Regulatory Commission ("FERC") has chosen not to impose the regulations of Order No. 509, which implements the OCSLA, on gatherers and other non-jurisdictional entities, FERC has retained the authority to exercise jurisdiction over those entities if necessary to permit nondiscriminatory access to service on the OCS. In addition, gathering lines are currently exempt from FERC's jurisdiction, regardless of whether they are on the OCS, but FERC could eliminate this exception. Commencing 8 9 May 1994, FERC issued a series of orders in individual cases that delineate its current gathering policy. FERC's gathering policy was retained and clarified with regard to deep water offshore facilities in a statement of policy issued in February 1996. FERC's new gathering policy does not address its jurisdiction over pipelines operating on or across the OCS pursuant to the OCSLA. If FERC were to apply Order No. 509 to gatherers on the OCS, eliminate the exemption of gathering lines and redefine its jurisdiction over gathering lines, these acts could result in a reduction in available pipeline space for existing shippers in the Gulf of Mexico and elsewhere, such as the Company. Additional proposals and proceedings that might affect the oil and gas industry are considered from time to time by Congress, FERC, state regulatory bodies, the courts and foreign governments. The Company cannot predict when or if any such proposals might become effective or their effect, if any, on the Company's operations. ENVIRONMENTAL AND HEALTH CONTROLS. The Company's operations are subject to numerous federal, state, local and foreign laws and regulations relating to environmental and health protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the type, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas and impose substantial liabilities for pollution resulting from oil and gas operations. These laws and regulations may also restrict air or other discharges resulting from the operation of natural gas processing plants, pipeline systems and other facilities that the Company owns. Although the Company believes that compliance with environmental laws and regulations will not have a material adverse effect on its results of operations or financial condition, risks of substantial costs and liabilities are inherent in oil and gas operations, and there can be no assurance that significant costs and liabilities, including potential criminal penalties, will not be incurred. Moreover, it is possible that other developments, such as stricter environmental laws and regulations or claims for damages to property or persons resulting from the Company's operations, could result in substantial costs and liabilities. The Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), also known as the "Superfund" law, imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release of a "hazardous substance" into the environment. These persons include the owner or operator of the disposal site or sites where the release occurred and companies that disposed or arranged for the disposal of hazardous substances released at the site. Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources, and it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Company generates wastes, including hazardous wastes, that are subject to the federal Resource Conservation and Recovery Act ("RCRA") and comparable state statutes. The U.S. Environmental Protection Agency and various state agencies have limited the approved methods of disposal for certain hazardous and non-hazardous wastes. Furthermore, certain wastes generated by the Company's oil and natural gas operations that are currently exempt from treatment as "hazardous wastes" may in the future be designated as "hazardous wastes," and therefore be subject to more rigorous and costly operating and disposal requirements. The Company currently owns or leases, and has in the past owned or leased, properties that for many years have been used for the exploration and production of oil and gas. Although the Company has used operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where such wastes have been taken for disposal. In addition, some of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons or other wastes was not under the Company's control. These properties and the wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under such laws, the Company could be required to remove or 9 10 remediate previously disposed wastes or property contamination or to perform remedial plugging operations to prevent future contamination. Federal regulations require certain owners or operators of facilities that store or otherwise handle oil, such as the Company, to prepare and implement spill prevention control plans, countermeasure plans, and facility response plans relating to the possible discharge of oil into surface waters. The Oil Pollution Prevention Act of 1990 ("OPA") amends certain provisions of the federal Water Pollution Control Act of 1972, commonly referred to as the Clean Water Act ("CWA") and other statutes as they pertain to the prevention of and response to oil spills into navigable waters. The OPA subjects owners of facilities to strict joint and several liability for all containment and cleanup costs and certain other damages arising from a spill, including, but not limited to, the costs of responding to a release of oil to surface waters. The CWA provides penalties for any discharges of petroleum products in reportable quantities and imposes substantial liability for the costs of removing a spill. State laws for the control of water pollution also provide varying civil and criminal penalties and liabilities in the case of releases of petroleum or its derivatives into surface waters or into the ground. OPA requires responsible parties to establish and maintain evidence of financial responsibility to cover removal costs and damages resulting from an oil spill. OPA calls for a financial responsibility increase from $35 million to $150 million to cover pollution cleanup for offshore facilities. In August 1993, the United States Mineral Management Service (the "MMS"), which has been charged with implementing certain segments of OPA, issued its advanced notice of proposed rulemaking that would increase financial responsibility requirements for offshore lessees and permittees to $150 million as required by OPA. Due to the OPA's broad definition of "offshore facility," the Company could become subject to the financial responsibility rule if it is proposed and adopted; to date, however, the MMS has not formally proposed the financial responsibility regulations. On May 9, 1995, the U.S. House of Representatives passed a bill that would lower the financial responsibility requirements applicable to offshore facilities to $35 million (the current requirement under the federal OCSLA). The bill allows the limit to be increased to $150 million if a formal risk assessment indicates the increase to be warranted. It would also define "offshore facility" to include only coastal oil and gas properties. A U.S. Senate bill that would also lower the financial responsibility requirements for offshore facilities was passed in late 1995. The Senate bill would reduce the scope of "offshore facilities" subject to this financial assurance requirement to those facilities seaward of the U.S. coastline that are engaged in drilling for, producing or processing oil or that have the capacity to transport, store, transfer, or handle more than 1,000 barrels of oil at a time. Currently, the House and Senate bills are being reconciled in Conference Committee. The Clinton Administration has indicated support for these changes to the OPA financial responsibility requirements. The Company cannot predict the final form of the financial responsibility requirements that will be ultimately established, but any role that requires the Company to establish evidence of financial responsibility in the amount of $150 million has the potential to have a material adverse effect on the Company's results of operations and financial condition. The Company does not believe that the rule to be proposed by the MMS will be any more burdensome to it than it will be to other similarly situated oil and gas companies. Many states in which the Company operates have recently begun to regulate naturally occurring radioactive materials ("NORM") and NORM wastes that are generated in connection with oil and gas exploration and production activities. NORM wastes typically consist of very low-level radioactive substances that become concentrated in pipe scale and in production equipment. State regulations may require the testing of pipes and production equipment for the presence of NORM, the licensing of NORM-contaminated facilities and the careful handling and disposal of NORM wastes. The Company believes that the growing regulation of NORM will have a minimal effect on the Company's operations because the Company generates only a very small quantity of NORM on an annual basis. The Company does not believe that its environmental risks are materially different from those of comparable companies in the oil and gas industry. Nevertheless, no assurance can be given that environmental laws will not, in the future, result in a curtailment of production or processing or a material increase in the costs of production, development, exploration or processing or otherwise adversely affect the Company's results of operations and financial condition. 10 11 The Company employs an environmental specialist charged with monitoring regulatory compliance. The Company performs an environmental review as part of the due diligence work on potential acquisitions, including acquisitions of oil and gas properties. The Company is not aware of any material environmental legal proceedings pending against it or any significant environmental liabilities to which it may be subject. RISKS ASSOCIATED WITH BUSINESS ACTIVITIES The nature of the business activities conducted by the Company subjects it to certain hazards and risks. The following is a summary of some of the material risks relating to the Company's business activities. OIL AND GAS PRICES AND GENERAL MARKET RISKS. The Company's revenues, profitability, cash flow and future rate of growth are highly dependent on prices of oil and gas, which are affected by numerous factors beyond the Company's control. Oil and gas prices historically have been very volatile. A continuation of the significantly lower oil and gas prices experienced in 1998, as compared to prior years, or a further decline in the prices of oil or gas will have a material adverse effect on the Company's revenues, profitability and cash flow and could, under certain circumstances, result in a reduction in the carrying value of the Company's oil and gas properties, a valuation adjustment to the Company's deferred tax assets and a reduction in the Company's commitments under its bank credit facilities. RISKS OF DRILLING ACTIVITIES. As noted under "Item 1. Business -- Business Activities," of the total 1999 capital budget of $100 million, the Company anticipates spending approximately $75 million on development activities and $25 million on exploration activities. Drilling involves numerous risks, including the risk that no commercially productive natural gas or oil reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents, adverse weather conditions and shortages or delays in the delivery of equipment. The Company's future drilling activities may not be successful and, if unsuccessful, such failure could have an adverse effect on the Company's future results of operations and financial condition. While all drilling, whether developmental or exploratory, involves these risks, exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons. Because of the percentage of the Company's capital budget devoted to exploratory projects, it is likely that the Company will continue to experience exploration and abandonment expense. RISKS ASSOCIATED WITH UNPROVED PROPERTIES. At December 31, 1998 and 1997, the Company had unproved property costs of $342.6 million and $545.1 million, respectively. United States generally accepted accounting principles require periodic evaluation of these costs on a project-by-project basis in comparison to their estimated value. These evaluations will be affected by results of exploration activities, commodity price outlooks, planned future sales or expiration of all or a portion of such projects. If the quantity of potential reserves determined by such evaluations are not sufficient to fully recover the cost invested in each project, the Company may be required to recognize significant non-cash charges in the earnings of future periods. There can be no assurance that economic reserves will be determined to exist for such projects. ACQUISITIONS. Acquisitions of producing oil and gas properties have been a key element of the Company's growth. The Company's growth following the full development of its existing property base could be impeded if it is unable to acquire additional oil and gas properties on a profitable basis. The success of any acquisition will depend on a number of factors, including the ability to estimate accurately the recoverable volumes of reserves, rates of future production and future net revenues attributable to reserves and to assess possible environmental liabilities. All of these factors affect whether an acquisition will ultimately generate cash flows sufficient to provide a suitable return on investment. Even though the Company performs a review of the properties it seeks to acquire that it believes is consistent with industry practices, such reviews are often limited in scope. DIVESTITURES. The Company regularly reviews its property base for the purpose of identifying non-strategic assets, the disposition of which would increase capital resources available for other activities and create organizational and operational efficiencies. Various factors could materially affect the ability of the 11 12 Company to dispose of non-strategic assets, including the availability of purchasers willing to purchase the non-strategic assets at prices acceptable to the Company. RISKS ASSOCIATED WITH OPERATION OF NATURAL GAS PROCESSING PLANTS. The Company owns interests in seven natural gas processing plants and operates three of those plants, although the net revenues derived from natural gas processing during 1998 and 1997 represented only one percent of the total net revenues from oil and gas activities. There are significant risks associated with the operation of natural gas processing plants. Natural gas and natural gas liquids are volatile and explosive and may include carcinogens. Damage to or misoperation of a natural gas processing plant could result in an explosion or the discharge of toxic gases, which could result in significant damage claims in addition to interrupting a revenue source. OPERATING HAZARDS AND UNINSURED RISKS. The Company's operations are subject to all the risks normally incident to the oil and gas exploration and production business, including blowouts, cratering, explosions and pollution and other environmental damage, any of which could result in substantial losses to the Company due to injury or loss of life, damage to or destruction of wells, production facilities or other property, clean-up responsibilities, regulatory investigations and penalties and suspension of operations. Although the Company currently maintains insurance coverage that it considers reasonable and that is similar to that maintained by comparable companies in the oil and gas industry, it is not fully insured against certain of these risks, either because such insurance is not available or because of high premium costs. ENVIRONMENTAL RISKS. The oil and gas business is also subject to environmental hazards, such as oil spills, gas leaks and ruptures and discharges of toxic substances or gases that could expose the Company to substantial liability due to pollution and other environmental damage. A variety of federal, state and foreign laws and regulations govern the environmental aspects of the oil and gas business. Noncompliance with these laws and regulations may subject the Company to penalties, damages or other liabilities, and compliance may increase the cost of the Company's operations. Such laws and regulations may also affect the costs of acquisitions. See "Item 1. Business -- Competition, Markets and Regulation -- Environmental and Health Controls". The Company does not believe that its environmental risks are materially different from those of comparable companies in the oil and gas industry. Nevertheless, no assurance can be given that environmental laws will not, in the future, result in a curtailment of production or processing or a material increase in the costs of production, development, exploration or processing or otherwise adversely affect the Company's operations and financial condition. Pollution and similar environmental risks generally are not fully insurable. COMPETITION. The oil and gas industry is highly competitive. The Company competes with other companies, producers and operators for acquisitions and in the exploration, development, production and marketing of oil and gas. Some of these competitors have substantially greater financial and other resources than the Company. See "Item 1. Business -- Competition, Markets and Regulation". RISKS ASSOCIATED WITH DEBT. At December 31, 1998 and 1997, the Company had total debt outstanding of $2.2 billion and $1.9 billion, respectively. As of December 31, 1998, approximately 55 percent of the Company's total debt was comprised of variable rate debt that is sensitive to changes in market interest rates. Such variable rate debt is primarily comprised of borrowings under credit facilities. During 1999, the Company must reduce its borrowings by $306.5 million to comply with commitment reduction provisions specified in the credit facilities and other current debt obligations. The Company is also subject to certain debt covenants that are defined in the credit facilities. See "Interest rate sensitivity" included in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for additional information regarding the Company's risks associated interest rate sensitivity. Also, see "1999 Outlook -- Credit facilities" included in "Item 7. Managements' Discussion and Analysis of Financial Condition and Results of Operations" and Note E of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for discussions relative to the Company's credit facilities. GOVERNMENT REGULATION. The Company's business is regulated by a variety of federal, state, local and foreign laws and regulations. There can be no assurance that present or future regulations will not adversely 12 13 affect the Company's business and operations. See "Item 1. Business -- Competition, Markets and Regulation". RISKS OF INTERNATIONAL OPERATIONS. At December 31, 1998, approximately 22 percent of the Company's proved reserves of oil and gas were located outside the United States (14 percent in Argentina and 8 percent in Canada). The success and profitability of international operations may be adversely affected by risks associated with international activities, including economic and labor conditions, political instability, tax laws (including U.S. taxes on foreign subsidiaries) and changes in the value of the United States dollar versus the local currency in which oil and gas are sold. To the extent that the Company is involved in international activities, changes in exchange rates may adversely affect the Company's consolidated revenues and expenses (as expressed in United States dollars). ESTIMATES OF RESERVES AND FUTURE NET REVENUES. Numerous uncertainties exist in estimating quantities of proved reserves and future net revenues therefrom. The estimates of proved reserves and related future net revenues set forth in this Report are based on various assumptions, which may ultimately prove to be inaccurate. Therefore, such estimates should not be construed as estimates of the current market value of the Company's proved reserves. DEFINITION OF CERTAIN OIL AND GAS TERMS When used in this Report, the following terms have the meanings indicated below. "Bbl" means a standard barrel of 42 U.S. gallons and represents the basic unit for measuring the production of crude oil, natural gas liquids and condensate. "Bcf" means one billion cubic feet. "Bcfe" means a billion cubic feet equivalent and is a customary convention used in the United States to express oil and gas volumes on a comparable basis. It is determined on the basis of the estimated relative energy content of oil to natural gas, being approximately one barrel of oil per six Mcf of gas. "BOE" means a barrel-of-oil-equivalent and is a customary convention used in the United States to express oil and gas volumes on a comparable basis. It is determined on the basis of the estimated relative energy content of natural gas to oil, being approximately six Mcf of natural gas per Bbl of oil. "Btu" means British thermal unit and represents the amount of heat needed to raise the temperature of one pound of water one degree Fahrenheit. "gross" acre or well means an acre or well in which a working interest is owned. "MBbl" means one thousand Bbls. "MBOE" means one thousand BOEs. "Mcf" means one thousand cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas. "MMcf" means one million cubic feet. "net" acres or wells is determined by multiplying the gross acres or wells, as the case may be, by the applicable working interest in those gross acres or wells. "NGLs" means natural gas liquids. "NYMEX" means The New York Mercantile Exchange. "proved reserves" means those estimated quantities of crude oil and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. Proved reserves are limited to those quantities of oil and gas that can be expected to be recoverable commercially at current prices and costs, under existing regulatory practices and with existing conventional equipment and operating methods. 13 14 "PV 10 value" means the present value of estimated future net revenues, before income taxes, of proved reserves, determined in all material respects in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC") (generally using prices and costs in effect at the specified date and a 10 percent discount rate). The reserve estimates for 1998 utilize an oil price of $10.09 per Bbl (reflecting adjustments for oil quality and gathering and transportation costs), an NGL price of $6.81 per Bbl and a gas price of $1.64 per Mcf (reflecting adjustments for Btu content, gathering and transportation costs and gas processing and shrinkage). ITEM 2. PROPERTIES The information included in this Report about the Company's proved oil and gas reserves at December 31, 1998, including estimated quantities and PV 10 value, is based on reserve reports prepared by the Company's engineers. Numerous uncertainties exist in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the Company's control. This Report contains estimates of the Company's proved oil and gas reserves and the related future net revenues, which are based on various assumptions, including those prescribed by the SEC. Actual future production, oil and gas prices, revenues, taxes, capital expenditures, operating expenses, geologic success and quantities of recoverable oil and gas reserves may vary substantially from those assumed in the estimates and could materially affect the estimated quantities and related PV 10 value of proved reserves set forth in this Report. In addition, the Company's reserves may be subject to downward or upward revisions based on production performance, purchases or sales of properties, results of future development, prevailing oil and gas prices and other factors. Therefore, estimates of the PV 10 value of proved reserves contained in this Report should not be construed as estimates of the current market value of the Company's proved reserves. PV 10 value is a reporting convention that provides a common basis for comparing oil and gas companies subject to the rules and regulations of the SEC. It requires the use of oil and gas prices prevailing as of the date of computation. Consequently, it may not reflect the prices ordinarily received or that will be received for oil and gas because of seasonal price fluctuations or other varying market conditions. PV 10 values as of any date are not necessarily indicative of future results of operations. Accordingly, estimates of future net revenues in this Report may be materially different from the net revenues that are ultimately received. The Company did not provide estimates of total proved oil and gas reserves during 1998 to any federal authority or agency, other than the SEC. PROVED RESERVES The Company's proved reserves totaled 676.8 million BOE at December 31, 1998, 761.6 million BOE at December 31, 1997 and 302.2 million BOE at December 31, 1996, representing $1.6 billion, $3.1 billion and $2.3 billion, respectively, in PV 10 value. Downward revisions of reserve quantities as a result of the decline in commodity prices was the primary reason for the decrease in reserves and PV 10 value during 1998. 14 15 On a BOE basis, 90 percent of the Company's total proved reserves at December 31, 1998 are proved developed reserves. Based on reserve information as of December 31, 1998 and using the Company's reserve report production information for 1999, the reserve-to-production ratio associated with the Company's proved reserves is 11 years on a BOE basis. The following table provides information regarding the Company's proved reserves by geographic area as of and for the year ended December 31, 1998. PROVED OIL AND GAS RESERVES
1998 AVERAGE PROVED RESERVES AS OF DECEMBER 31, 1998 DAILY PRODUCTION(a) ------------------------------------------ -------------------------- OIL NATURAL PV 10 OIL NATURAL & NGLS GAS VALUE & NGLS GAS (MBbls) (MMcf) MBOE (000) (BBls) (Mcf) BOE ------- --------- ------- ---------- ------ ------- ------- United States.......... 269,638 1,545,644 527,246 $1,226,869 69,390 377,373 132,285 Argentina.............. 24,219 428,334 95,608 232,799 9,041 73,427 21,279 Canada................. 12,447 249,230 53,985 189,140 9,852 53,072 18,697 ------- --------- ------- ---------- ------ ------- ------- Total............. 306,304 2,223,208 676,839 $1,648,808 88,283 503,872 172,261 ======= ========= ======= ========== ====== ======= =======
- --------------- (a) The 1998 average daily production is calculated using a 365-day year and without making pro forma adjustments for any acquisitions, divestitures or drilling activity that occurred during the year. RESERVE REPLACEMENT For the first time in almost a decade, the Company was unable to replace its annual production volumes with proved reserves of crude oil, NGLs and natural gas, stated on an energy equivalent basis. During 1998, the Company's proved reserves declined 84.8 million BOE including 62.9 million BOE related to production, 31.2 million BOE related to downward reserve revisions and 2.5 million BOE related to asset sales. Discoveries and extensions of 11.8 million BOE partially offset these reductions. Reserve revisions result from several factors including changes in existing estimates of quantities available for production and changes in estimates of quantities which are economical to produce under current pricing conditions. The downward revisions in 1998 relate primarily to the decline in commodity prices during 1998. The Company's reserves as of December 31, 1998 were estimated using a price of $10.09 per Bbl of oil, $6.81 per Bbl of NGLs and $1.64 per Mcf of gas. Should prices increase or decline in future periods, reserves may be revised upward or downward for quantities which may be economical or uneconomical to produce at higher or lower prices, respectively. The Company's 1998 reserve replacement rate on a BOE basis was negative due to the severe decline in commodity prices during 1998. Previous reserve replacement performance rates were 1,450 percent in 1997 (1,375 percent for oil and 1,528 percent for gas) and 314 percent in 1996 (398 percent for oil and 239 percent for gas). For the three-year period ended December 31, 1998, the average reserve replacement rate was 465 percent, as compared to a three-year average replacement rate of 769 percent in 1997 and 377 percent in 1996. During 1998, the reserve replacement rate was primarily influenced by the decline in commodity prices which resulted in significant downward reserve revisions. During 1997, the Company's reserve replacement rate was primarily the product of its acquisition activities. In 1996, the reserve replacement rate was influenced primarily by exploration and development activities. FINDING COST The Company's acquisition and finding cost per BOE for 1998 was negative as compared to the 1997 and 1996 acquisition and finding costs of $8.23 and $3.10 per BOE, respectively. The negative rate in 1998 was a result of downward reserve revisions related to the decline in commodity prices during 1998. The rate in 1997 was a result of the fair value associated with Mesa's and Chauvco's long-lived, low production cost reserves. The average acquisition and finding cost for the three-year period from 1996 to 1998 was $8.65 per BOE representing a 23 percent increase from the 1997 three-year average rate of $7.04. 15 16 OIL AND GAS MIX The Company seeks to maintain a strategic balance between oil and natural gas reserves and production. While the Company's reserve and production mix may vary somewhat on a short-term basis as the Company takes advantage of market conditions and specific acquisition and development opportunities, management believes that a relative mix of approximately 50 percent oil and NGLs and 50 percent natural gas is in the best long-term interests of the Company and its stockholders. The Company's reserve mix was 45 percent oil and NGLs and 55 percent gas at December 31, 1998, and its production mix was 51 percent oil and NGLs and 49 percent gas during 1998. DESCRIPTION OF PROPERTIES As of December 31, 1998, the Company has operations in the United States, Argentina and Canada, and to a lesser extent, exploration opportunities in Africa. DOMESTIC. The Company's domestic operations are principally located in the Gulf Coast, Mid Continent and Permian Basin areas. In the Gulf Coast area, the Company is focused on reserve and production growth through a balanced portfolio of development and exploration activities. To accomplish this, the Company has devoted most of its domestic exploration efforts to this area, as well as its investment in and utilization of 3-D seismic technology. During 1998, the Company expended $167 million to drill 38 development and eight exploratory wells and more importantly, significantly enhanced its library of seismic data for future exploration activities. During 1999, the Company's exploration drilling will be concentrated in the Gulf of Mexico and the onshore Gulf Coast area. The Company will participate in the drilling of one or two wells in its deep-water Mississippi Canyon Block 305. The Company has a 25 percent working interest (21.875 percent net revenue interest) in the block; however, Pioneer is responsible for 50 percent of the before casing point drilling costs in the first exploratory well drilled. Drilling began on the first well in this block during January 1999. The well is scheduled for preliminary evaluations in March. Two additional wells are planned for 1999 onshore in the Gulf Coast area or in East Texas where several shallower exploration prospects have been defined by the Company's 3-D database. The Mid Continent area includes properties located in Kansas, the Texas Panhandle, Oklahoma and Arkansas. By far, the largest of these assets is the Company's Hugoton field followed by the West Panhandle field, both acquired from Mesa in August 1997. These two fields combined account for approximately $548 million of the Company's $1.6 billion of PV 10 reserve value at December 31, 1998. During 1998, the Company spent approximately $26 million on exploratory and development drilling in the Mid Continent area. This activity included the drilling of 89 development wells and two exploratory wells. Hugoton field. The Hugoton field in southwest Kansas is one of the largest producing gas fields in the continental United States. The Company's Hugoton properties represent approximately 13 percent of the proved reserves in the field and are located on over 237,000 net acres, covering approximately 400 square miles. The Company has working interest in approximately 1,200 wells in the Hugoton field, almost 1,000 of which it operates, and royalty interest in approximately 750 wells. The Company owns substantially all of the gathering and processing facilities, primarily the Satanta plant, that service its production from the Hugoton field. Such ownership allows the Company to control the production, gathering, processing and sale of its gas and associated NGLs. Production in the Hugoton field is subject to allowables set by state regulators, but the Company's Hugoton operated properties are capable of producing approximately 150 MMcf of wet gas per day (i.e., gas production at the wellhead before processing and before reduction for royalties). The Company estimates that it and other major producers in the Hugoton field produced at or near capacity in 1998. The Company is considering plans to submit an application to the Kansas Corporation Commission (the "KCC") to allow infill drilling into the Council Grove Formation. The Company believes that such infill drilling could increase production from its Hugoton properties. There can be no assurance that the application will be approved or as to the timing of receipt of such approval if such approval is obtained. 16 17 West Panhandle field. The West Panhandle properties are located in the panhandle region of Texas where initial production commenced in 1918. These stable, long-lived reserves are attributable to the Red Cave, Brown Dolomite, Granite Wash and fractured Granite formations at depths no greater than 3,500 feet. The Company's natural gas in the West Panhandle field is produced from approximately 600 wells on more than 241,000 gross (185,000 net) acres covering over 375 square miles. The Company's wellhead gas produced from the West Panhandle field contains a high quantity of NGLs, yielding relatively greater NGL volumes than realized from many other natural gas fields. The Company operates the wells and production equipment and Colorado Interstate Gas Company owns and operates the gathering system. The production from the West Panhandle field is processed through the Company-owned Fain natural gas processing plant. In February 1997, the Company initiated a project to add nitrogen rejection capabilities at the Fain Plant. This project, which was completed in mid-1998, allows the Company to recover a greater percentage of the helium in the processed gas; increase NGL recoveries; and upgrade residue quality improving marketing flexibility. As of December 31, 1998, the Company's West Panhandle properties represented approximately 13 percent of the Company's equivalent proved reserves and approximately nine percent of the present value of estimated future net cash flows, determined in accordance with SEC guidelines. The Company has identified over 70 locations that have additional production potential that the Company plans to redrill in the next few years. Since the early 1960's, the Company has been involved in acquisition and development activities in fields in the Permian Basin area which includes all of West Texas and Southeastern New Mexico. Of the $411 million of PV 10 value contained in the properties in the Permian Basin area, the Spraberry field accounts for $294 million. Along with the Spraberry field, the Iatan field in Mitchell County, Texas, the Dagger Draw field in Eddy County, New Mexico and the Ozona field in Crockett and Sutton Counties of Texas are significant to the Company's Permian Basin area's operations in terms of existing production, production and reserve growth, and identification of additional drilling locations. The Company will continue to focus on the development of the existing properties utilizing waterflood procedures and secondary recovery technologies as these efforts have consistently resulted in increased production, reserve additions due to development drilling, and new drilling locations. In addition, all of the fields in this operational group have been screened for feasibility for carbon dioxide (CO(2)) flood implementation. During 1998, the Company expended $113 million to drill 271 development and 13 exploratory wells. Wells being drilled at the end of 1998 are being shut-in temporarily in anticipation of future increases in oil prices. When this takes place, the Company will be in a position to increase its oil production rather quickly. In addition, the Company anticipates spending $9 million in 1999 in the Permian Basin area to drill approximately 50 wells which will also be shut-in temporarily pending future increases in oil prices. Development activities will account for the majority of these planned expenditures. Spraberry field. The Spraberry field was discovered in 1949 and encompasses eight counties in West Texas. The field is approximately 150 miles long and 75 miles wide at its widest point. The oil produced is West Texas Intermediate Sweet, and the gas produced is casinghead gas with an average Btu content of 1,400 Btu per Mcf. The oil and gas is produced from three formations, the upper and lower Spraberry and the Dean, at depths ranging from 6,700 feet to 9,200 feet. The center of the Spraberry field was unitized in the late 1950's and early 1960's by the major oil companies; however, until the late 1980's there was very limited development activity in the field. Since 1989, the Company has focused acquisition and development drilling activities in the unitized portion of the Spraberry field due to the dormant condition of the properties and the high net revenue interests available. The Company believes the area offers excellent opportunities to enhance oil and gas reserves because of the hundreds of undeveloped infill drilling locations and the ability to reduce operating expenses through economies of scale. The Company initiated an aggressive optimization and automation cost cutting program in 1998, which reduced operating expenses. This program will continue in 1999 and the Company believes that an additional 10 percent reduction can be achieved. In February 1997, the Texas Railroad Commission (which regulates oil and gas production) entered a favorable order on the 17 18 Company's application to allow administrative approval of uncontested applications to increase the density of drilling in the Spraberry field from one well per 80 acres to one well per 40 acres. INTERNATIONAL. The acquisition of Chauvco provided the Company with a significant presence in Argentina and Canada, representing 14 percent and 11 percent, respectively, of the Company's PV 10 value at December 31, 1998. The Company's Argentine properties are primarily located in the Tierra del Fuego and Neuquen basins. The Company's share of Argentine production during 1998 averaged 21.3 MBOE's per day. The Tierra del Fuego production concession is located in the extreme southern portion of Argentina, approximately 1,500 miles south of the country's capital, Buenos Aires. Crude oil, natural gas, condensate and NGLs are produced from six separate fields in which the Company has a 35 percent working interest. Recent expansion of gas processing facilities and completed pipeline connections at Tierra del Fuego will allow handling of increased production volumes committed for delivery under a gas contract to a petrochemical plant in Chile. Natural gas deliveries under the contract to the methanol plant in Chile averaged 50 MMcf per day during 1998. The Company's operated production in Argentina is concentrated in the Neuquen Basin which is located about 925 miles southwest of the country's capital city and just to the east of the Andes Mountains. Crude oil and natural gas are produced from the Loma Negra/NI Block, the Dadin Block, the Al Norte de la Dorsal Block and the Neuquen del Medio Block in which the Company has a 100 percent working interest. A commercial discovery was made in the newly acquired Bajo Baguales Block in which the Company has a 65 percent interest. During 1998, the Company drilled 46 development wells and 22 exploratory wells in Argentina. The Company plans to spend $24 million on gas development opportunities in Argentina during 1999. The Company's Canadian producing properties are primarily located in Alberta and British Columbia, Canada in the following areas: Chinchaga, Martin Creek, Thompson Lake/Alliance, Rycroft, Lookout Butte and David. During 1998, these properties produced an average of 18.7 MBOE's per day, net to the Company's interest. In addition, during 1998 the Company drilled 60 development wells and 14 exploratory wells primarily in Chinchaga and Martin Creek areas. These properties currently include 29 new development well locations that are scheduled to be drilled in 1999. In addition to the proved producing assets of Chauvco and Mesa, the Company acquired a substantial inventory of unproved oil and gas properties during 1997 which will provide the Company with many exploration opportunities with the potential for significant reserve additions. Although the acquisition of a portfolio of unproved properties represents an exciting challenge to the Company's team of engineers, geologists and geophysicists, such opportunities are not without risk. United States generally accepted accounting principles require periodic evaluation of these costs on a project-by-project basis in comparison to their estimated value. During 1998, the Company reduced the carrying value of its unproved oil and gas properties by $147.3 million. See Note M of Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data". An unproved property may be impaired if the Company does not intend to drill the prospect as a result of downward revisions to potential proved reserves, if the results of exploration or the Company's outlook for future commodity prices indicate that the potential reserves are not sufficient to generate net cash flows to recover the investment required by the project, or if the Company intends to sell the property for less than its carrying value. There can be no assurance that economic reserves will be determined to exist for such projects in the future. On a smaller scale, the Company has entered into agreements to explore in the African nations of South Africa and Gabon. The South African agreements cover over 13 million acres along the southern coast of South Africa, generally in water depths less than 650 feet. During 1998, the Company participated in the drilling of five wells in South Africa. Of the five wells drilled, two discovered hydrocarbons; however, future activities associated with these discoveries is under evaluation given the current economic environment of the oil and gas industry. In 1998, the Company incurred $16.0 million of drilling and seismic costs in South Africa. During 1999, the Company has targeted both South Africa and Gabon for comprehensive studies that will focus on analysis, ranking and timing of prospects. No new wells are planned during 1999 in South Africa 18 19 while the Company evaluates farmout and other risk sharing opportunities. Seismic studies are currently planned to commence in Gabon during late 1999 or early 2000. SELECTED OIL AND GAS INFORMATION The following tables set forth selected oil and gas information for the Company as of and for each of the years ended December 31, 1998, 1997 and 1996. Because of normal production declines, increased or decreased drilling activities and the effects of future acquisitions or divestitures, the historical information presented below should not be interpreted as indicative of future results. PRODUCTION, PRICE AND COST DATA. The following table sets forth production, price and cost data with respect to the Company's properties for the years ended December 31, 1998, 1997 and 1996. PRODUCTION, PRICE AND COST DATA(a)
YEAR ENDED DECEMBER 31, --------------------------------------------------------------------------- 1998 1997 ----------------------------------------- ------------------------------- UNITED UNITED STATES ARGENTINA CANADA TOTAL STATES ARGENTINA TOTAL -------- --------- ------- -------- -------- --------- -------- Production information: Annual production: Oil (MBbls).................. 15,167 3,072 3,315 21,554 13,470 148 13,618 NGLs (MBbls)................. 10,160 228 281 10,669 4,267 -- 4,267 Gas (MMcf)................... 137,741 26,801 19,371 183,913 104,868 -- 104,868 Total (MBOE)................. 48,284 7,767 6,824 62,875 35,215 148 35,363 Average daily production: Oil (Bbls)................... 41,555 8,415 9,082 59,052 36,903 406 37,309 NGLs (Bbls).................. 27,835 626 770 29,231 11,691 -- 11,691 Gas (Mcf).................... 377,373 73,427 53,072 503,872 287,309 -- 287,309 Total (BOE).................. 132,285 21,279 18,697 172,261 96,479 406 96,885 Average prices: Oil (per Bbl)................ $ 13.96 $ 11.00 $ 10.96 $ 13.08 $ 18.50 $19.68 $ 18.51 NGLs (per Bbl)............... $ 8.86 $ 9.83 $ 9.54 $ 8.90 $ 12.59 $ -- $ 12.59 Gas (per Mcf)................ $ 2.01 $ 1.09 $ 1.45 $ 1.82 $ 2.20 $ -- $ 2.20 Revenue (per BOE)............ $ 11.99 $ 8.40 $ 9.83 $ 11.32 $ 15.16 $19.68 $ 15.18 Average costs: Production costs (per BOE): Lease operating expense.... $ 3.04 $ 2.57 $ 3.56 $ 3.04 $ 3.01 $ 5.47 $ 3.02 Production taxes........... .50 .15 -- .40 .81 .19 .81 Workovers.................. .14 -- .10 .12 .25 -- .25 -------- ------- ------- -------- -------- ------ -------- Total.................... $ 3.68 $ 2.72 $ 3.66 $ 3.56 $ 4.07 $ 5.66 $ 4.08 Depletion expense (per BOE).. $ 4.96 $ 5.42 $ 5.95 $ 5.13 $ 5.77 $ 8.70 $ 5.78 YEAR ENDED DECEMBER 31, ---------------------------------- 1996 ---------------------------------- AUSTRALIA(b) UNITED AND STATES ARGENTINA TOTAL -------- ------------ -------- Production information: Annual production: Oil (MBbls).................. 10,872 403 11,275 NGLs (MBbls)................. -- -- -- Gas (MMcf)................... 73,924 1,927 75,851 Total (MBOE)................. 23,193 723 23,916 Average daily production: Oil (Bbls)................... 29,705 1,100 30,805 NGLs (Bbls).................. -- -- -- Gas (Mcf).................... 201,979 5,265 207,244 Total (BOE).................. 63,368 1,978 65,346 Average prices: Oil (per Bbl)................ $ 19.96 $ 19.81 $ 19.96 NGLs (per Bbl)............... $ -- $ -- $ -- Gas (per Mcf)................ $ 2.27 $ 1.95 $ 2.27 Revenue (per BOE)............ $ 16.61 $ 16.21 $ 16.60 Average costs: Production costs (per BOE): Lease operating expense.... $ 3.39 $ 4.75 $ 3.43 Production taxes........... .94 -- .91 Workovers.................. .28 -- .27 -------- ------- -------- Total.................... $ 4.61 $ 4.75 $ 4.61 Depletion expense (per BOE).. $ 4.25 $ 5.73 $ 4.30
- --------------- (a) These amounts are calculated without making pro forma adjustments for any acquisitions, divestitures or drilling activity that occurred during the respective years. (b) Represents production associated with the Company's Australian subsidiaries prior to their divestiture in 1996. 19 20 PRODUCTIVE WELLS. The following table sets forth the number of productive oil and gas wells attributable to the Company's properties as of December 31, 1998, 1997 and 1996. PRODUCTIVE WELLS(A)
GROSS PRODUCTIVE WELLS NET PRODUCTIVE WELLS ---------------------- --------------------- OIL GAS TOTAL OIL GAS TOTAL ----- ----- ------ ----- ----- ----- Year ended December 31, 1998: United States................................ 6,280 4,130 10,410 3,578 2,443 6,021 Argentina.................................... 443 158 601 298 103 401 Canada....................................... 1,719 454 2,173 715 241 956 ----- ----- ------ ----- ----- ----- Total........................................ 8,442 4,742 13,184 4,591 2,787 7,378 ===== ===== ====== ===== ===== ===== Year ended December 31, 1997: United States................................ 6,075 3,931 10,006 3,399 2,326 5,725 Argentina.................................... 342 122 464 228 84 312 Canada....................................... 1,666 428 2,094 667 202 869 ----- ----- ------ ----- ----- ----- Total........................................ 8,083 4,481 12,564 4,294 2,612 6,906 ===== ===== ====== ===== ===== ===== Year ended December 31, 1996: United States................................ 5,572 1,393 6,965 3,119 650 3,769 Argentina.................................... 5 -- 5 1 -- 1 ----- ----- ------ ----- ----- ----- Total........................................ 5,577 1,393 6,970 3,120 650 3,770 ===== ===== ====== ===== ===== =====
- --------------- (a) Productive wells consist of producing wells and wells capable of production, including shut-in wells. One or more completions in the same well bore are counted as one well. Any well in which one of the multiple completions is an oil completion is classified as an oil well. As of December 31, 1998, the Company owned interests in 181 wells containing multiple completions. LEASEHOLD ACREAGE. The following table sets forth information about the Company's developed, undeveloped and royalty leasehold acreage as of December 31, 1998. LEASEHOLD ACREAGE
DEVELOPED ACREAGE UNDEVELOPED ACREAGE ----------------------- ------------------------ ROYALTY GROSS ACRES NET ACRES GROSS ACRES NET ACRES ACREAGE ----------- --------- ----------- ---------- ------- United States...................... 1,505,137 958,845 1,230,934 705,543 422,246 Canada............................. 332,000 151,000 620,000 397,000 -- Argentina.......................... 655,000 256,000 1,152,000 737,000 -- South Africa and Gabon............. -- -- 13,813,937 13,513,937 -- --------- --------- ---------- ---------- ------- Total.............................. 2,492,137 1,365,845 16,816,871 15,353,480 422,246 ========= ========= ========== ========== =======
20 21 DRILLING ACTIVITIES. The following table sets forth the number of gross and net productive and dry wells in which the Company had an interest that were drilled and completed during the years ended December 31, 1998, 1997 and 1996. This information should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation between the number of productive wells drilled and the oil and gas reserves generated thereby or the costs to the Company of productive wells compared to the costs of dry wells. DRILLING ACTIVITIES
GROSS WELLS NET WELLS ------------------------ ------------------------ YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------ ------------------------ 1998 1997 1996(b) 1998 1997 1996(b) ----- ----- -------- ----- ------ ------- United States: Productive wells: Development............................... 385 483 535 285.9 341.2 362.9 Exploratory............................... 18 38 37 13.4 23.8 24.2 Dry holes: Development............................... 13 18 7 8.8 8.8 4.4 Exploratory............................... 5 46 10 3.0 30.3 6.0 --- --- --- ----- ------ ----- 421 585 589 311.1 404.1 397.5 --- --- --- ----- ------ ----- Argentina: Productive wells: Development............................... 41 4 3 39.1 .6 .4 Exploratory............................... 11 1 -- 10.6 .1 -- Dry holes: Development............................... 5 -- -- 5.0 -- -- Exploratory............................... 11 1 3 9.7 .1 .4 --- --- --- ----- ------ ----- 68 6 6 64.4 .8 .8 --- --- --- ----- ------ ----- Canada: Productive wells: Development............................... 54 -- -- 37.1 -- -- Exploratory............................... 10 -- -- 7.2 -- -- Dry holes: Development............................... 6 -- -- 5.4 -- -- Exploratory............................... 4 -- -- 3.0 -- -- --- --- --- ----- ------ ----- 74 -- -- 52.7 -- -- --- --- --- ----- ------ ----- Other foreign: Productive wells: Development............................... -- -- 2 -- -- .3 Exploratory............................... 2 -- -- .7 -- -- Dry holes: Development............................... -- -- 1 -- -- .2 Exploratory............................... 3 1 1 1.7 .4 .2 --- --- --- ----- ------ ----- 5 1 4 2.4 .4 .7 --- --- --- ----- ------ ----- Total................................ 568 592 599 430.6 405.3 399.0 === === === ===== ====== ===== Success ratio(a)............................... 92% 89% 96% 92% 90% 97%
- --------------- (a) Represents those wells that were successfully completed as productive wells. (b) The 1996 Australian amounts include only three months of activity related to the Company's Australian properties prior to their sale in March 1996. 21 22 The following table sets forth information about the Company's wells that were in progress at December 31, 1998.
GROSS WELLS NET WELLS ----------- --------- United States: Development............................................... 58 43.7 Exploratory............................................... 8 3.8 -- ---- 66 47.5 -- ---- Argentina: Development............................................... 3 3.0 Exploratory............................................... 4 3.4 -- ---- 7 6.4 -- ---- Canada: Development............................................... 2 1.7 Exploratory............................................... 1 .3 -- ---- 3 2.0 -- ---- Total............................................. 76 55.9 == ====
ITEM 3. LEGAL PROCEEDINGS The Company is party to various legal proceedings, which are described under "Legal actions" in Note H of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data". The Company is also party to other litigation incidental to its business. The claims for damages from such other legal actions are not in excess of 10 percent of the Company's current assets and the Company believes none of these actions to be material. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is listed and traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol "PXD". The following table sets forth, for the periods indicated, the high and low sales prices for the Company's Common Stock, as reported in the New York Stock Exchange composite transactions, and the amount of dividends paid.
DIVIDENDS HIGH LOW PAID PER SHARE ----- ---- -------------- 1998 Fourth quarter............................................ $16 $ 7 3/4 -- Third quarter............................................. $24 11/16 $13 1/4 $.05 Second quarter............................................ $25 15/16 $21 3/8 -- First quarter............................................. $30 $20 5/8 $.05 1997 Fourth quarter............................................ $43 13/16 $25 5/8 -- Third quarter............................................. $44 3/8 $34 3/4 $.05 Second quarter............................................ $36 3/16 $28 1/2 -- First quarter............................................. $37 5/8 $28 7/8 $.05
On February 26, 1999, the last reported sales price of the Company's Common Stock, as reported in the New York Stock Exchange composite transactions, was $5 3/16 per share. 22 23 As of February 26, 1999, the Company's Common Stock was held by approximately 35,000 holders of record, representing approximately 80,000 total owners. Since the third quarter of 1991, the Company has paid a cash dividend of $.05 per share of Common Stock in the first and third quarters of each calendar year; however, due to the current trend of declining commodity prices, the Company's Board of Directors has elected to discontinue the declaration of cash dividends in 1999 and future years. ITEM 6. SELECTED FINANCIAL DATA The following selected consolidated financial data for the Company should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's Consolidated Financial Statements, related notes and other financial information included in "Item 8. Financial Statements and Supplementary Data".
YEAR ENDED DECEMBER 31, ----------------------------------------------------- 1998 1997(a) 1996 1995 1994(b) -------- --------- -------- -------- -------- (IN MILLIONS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues: Oil and gas.......................... $ 711.5 $ 536.8 $ 396.9 $ 375.7 $ 337.6 Natural gas processing............... -- -- 23.8 33.2 39.2 Gas marketing........................ -- -- -- 76.8 103.0 Interest and other................... 10.4 4.3 17.5 11.4 6.9 Gain (loss) on disposition of assets, net(c)............................. (.4) 4.9 97.1 16.6 9.5 -------- --------- -------- -------- -------- 721.5 546.0 535.3 513.7 496.2 -------- --------- -------- -------- -------- Costs and expenses: Oil and gas production............... 223.5 144.2 110.3 130.9 127.1 Natural gas processing............... -- -- 12.5 25.9 33.6 Gas marketing........................ -- -- -- 75.7 101.5 Depletion, depreciation and amortization....................... 337.3 212.4 112.1 159.1 145.4 Impairment of oil and gas properties and natural gas processing facilities......................... 459.5 1,356.4 -- 130.5 -- Exploration and abandonments......... 121.9 77.2 23.0 27.5 25.2 General and administrative........... 73.0 48.8 28.4 37.4 29.0 Reorganization....................... 33.2 -- -- -- -- Interest............................. 164.3 77.5 46.2 65.4 50.6 Other................................ 39.6 7.1 2.5 11.3 4.3 -------- --------- -------- -------- -------- 1,452.3 1,923.6 335.0 663.7 516.7 -------- --------- -------- -------- -------- Income (loss) before income taxes and extraordinary item................... (730.8) (1,377.6) 200.3 (150.0) (20.5) Income tax benefit (provision).......... (15.6) 500.3 (60.1) 45.9 6.5 -------- --------- -------- -------- -------- Income (loss) before extraordinary item................................. (746.4) (877.3) 140.2 (104.1) (14.0) Extraordinary item...................... -- (13.4) -- 4.3 (.6) -------- --------- -------- -------- -------- Net income (loss)......................... $ (746.4) $ (890.7) $ 140.2 $ (99.8) $ (14.6) ======== ========= ======== ======== ======== Income (loss) before extraordinary item per share: Basic................................ $ (7.46) $ (16.88) $ 3.95 $ (2.96) $ (.47) ======== ========= ======== ======== ======== Diluted.............................. $ (7.46) $ (16.88) $ 3.47 $ (2.96) $ (.47) ======== ========= ======== ======== ========
23 24
YEAR ENDED DECEMBER 31, ----------------------------------------------------- 1998 1997(A) 1996 1995 1994(B) -------- --------- -------- -------- -------- (IN MILLIONS, EXCEPT PER SHARE DATA) Net Income (loss) per share: Basic................................ $ (7.46) $ (17.14) $ 3.95 $ (2.84) $ (.49) ======== ========= ======== ======== ======== Diluted.............................. $ (7.46) $ (17.14) $ 3.47 $ (2.84) $ (.49) ======== ========= ======== ======== ======== Dividends per share..................... $ .10 $ .10 $ .10 $ .10 $ .10 ======== ========= ======== ======== ======== Weighted average shares outstanding..... 100.1 52.0 35.5 35.1 29.9 OTHER FINANCIAL DATA: Cash flows from operating activities.... $ 314.1 $ 228.2 $ 230.1 $ 156.6 $ 129.8 Cash flows from investing activities.... $ (517.0) $ (341.2) $ 13.7 $ (52.6) $ (446.0) Cash flows from financing activities.... $ 190.9 $ 166.0 $ (245.4) $ (107.9) $ 331.4 BALANCE SHEET DATA: Working capital (deficit)(d)............ $ (324.8) $ 46.6 $ 26.1 $ 31.5 $ 43.7 Property, plant and equipment, net...... $3,034.1 $ 3,515.8 $1,040.4 $1,121.7 $1,349.9 Total assets............................ $3,481.3 $ 4,153.0 $1,199.9 $1,319.2 $1,604.9 Long-term obligations................... $2,101.2 $ 2,124.0 $ 329.0 $ 603.2 $ 727.2 Preferred stock of subsidiary........... $ -- $ -- $ 188.8 $ 188.8 $ 188.8 Total stockholders' equity.............. $ 789.1 $ 1,548.8 $ 530.3 $ 411.0 $ 509.6
- --------------- (a) Includes amounts relating to the acquisition of Mesa beginning in August 1997 and the acquisition of Chauvco as of December 18, 1997. (b) Includes amounts relating to the acquisition of Bridge Oil Limited in July 1994 and the acquisition of properties from PG&E Resources Company in August 1994. (c) Includes a gain of $83.3 million in 1996 related to the disposition of certain wholly-owned subsidiaries. (d) The 1998 working capital deficit includes $306.5 million of current maturities of long-term debt, including required reductions in borrowings under the Company's credit facilities and other current debt obligations. See "1999 Outlook -- Credit facilities" included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note E of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data". ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORMATION OF PIONEER Pioneer Natural Resources Company ("Pioneer", or the "Company"), a Delaware corporation, was formed by the merger of Parker & Parsley Petroleum Company ("Parker & Parsley") and MESA Inc. ("Mesa") on August 7, 1997. On December 18, 1997, the Company was significantly expanded by the acquisition of the Canadian and Argentine oil and gas business of Chauvco Resources Ltd. ("Chauvco"), a publicly traded, independent oil and gas company based in Calgary, Canada. Pioneer is an oil and gas exploration and production company with ownership interests in oil and gas properties located in the United States, Argentina, Canada and South Africa. The combined physical assets and management resources of Parker & Parsley, Mesa and Chauvco have created a company with a solid foundation of complementary assets and industry expertise. This foundation is anchored by the Hugoton gas field located in Southwest Kansas, the West Panhandle gas field located in the Texas Panhandle, and the Spraberry oil and gas field in West Texas. Each of these fields provides consistent and dependable production, cash flow and ongoing development opportunities. These three areas are complemented by the exploration and development opportunities and oil and gas production contributed by Pioneer's assets in the United States Gulf Coast area, Argentina and Canada. These assets create a portfolio of resources and opportunities that are well balanced between oil, natural gas liquids and gas; and, that are balanced between long-lived, dependable production and exploration and development opportunities. Along 24 25 with these assets, the Company has a team of dedicated employees that represent the professional disciplines and sciences that will allow Pioneer to maximize the long-term profitability and net asset values inherent in its physical assets. In accordance with the provisions of Accounting Principles Board Opinion No. 16, "Business Combinations", both the merger with Mesa and the acquisition of Chauvco have been accounted for as purchases by the Company (formerly Parker & Parsley). As a result, the historical financial statements of the Company are those of Parker & Parsley prior to August 1997, and present the addition of Mesa's and Chauvco's assets and liabilities as acquisitions by the Company in August and December 1997, respectively. FINANCIAL PERFORMANCE The Company reported a net loss of $746.4 million ($7.46 per share) for the year ended December 31, 1998 as compared to a net loss of $890.7 million ($17.14 per share) and net income of $140.2 million ($3.95 per share) for the years ended December 31, 1997 and 1996, respectively. The 1998 results were significantly impacted by declining commodity prices, a full year of production volumes from the assets acquired from Mesa and Chauvco, provisions for the impairment of proved and unproved oil and gas properties, increased interest and general and administrative expenses, reorganization initiatives and a valuation allowance recognized to reduce the carrying value of the Company's deferred tax assets. Crude oil and natural gas prices have declined substantially since 1996. The average prices realized by the Company in 1998, including the effects of oil and gas hedges, were $13.08 per Bbl of oil, $8.90 per Bbl of NGL and $1.82 per Mcf of gas; as compared to average realized prices for oil, NGLs and gas of $18.51 per Bbl, $12.59 per Bbl and $2.20 per Mcf, respectively, in 1997; and, average realized prices for oil and gas of $19.96 per Bbl and $2.27 per Mcf, respectively, in 1996. The effects of the declining prices on the Company's results of operations and net cash generated by operating activities have been mitigated by strategic oil and gas price hedges and increased production volumes. Primarily as a result of the additions of the Mesa and Chauvco oil and gas properties, 1998 oil, NGL and gas production increased to 62,875 MBOE as compared to total production of 35,363 MBOE and 23,916 MBOE in 1997 and 1996, respectively. Oil and gas production costs and depletion, depreciation and amortization expense increased to $223.5 million and $337.3 million, respectively, in 1998, primarily as a result of increased production volumes. Oil and gas production costs and depletion, depreciation and amortization expense were $144.2 million and $212.4 million, respectively, in 1997 and $110.3 and $112.1 million, respectively, in 1996. The declining commodity price outlooks and performance issues prompted the Company to review its oil and gas properties for impairment in 1998 and 1997, resulting in non-cash, pre-tax impairment provisions of $459.5 million and $1.4 billion in 1998 and 1997, respectively. Exploration and abandonments expense for 1998 was $121.9 million as compared to $77.2 million and $23.0 million in 1997 and 1996, respectively, reflecting continued expansion of the Company's exploration program into 1998. Interest and general and administrative expenses were $164.3 million and $73.0 million in 1998, respectively, as compared to respective expenses of $77.5 million and $48.8 million in 1997 and $46.2 million and $28.4 million in 1996. The increase in interest expense is primarily reflective of a full year of interest expense incurred on the debt that was assumed in the Mesa and Chauvco acquisitions and increases in debt during 1998 to fund a portion of the Company's 1998 capital expenditures. The increase in general and administrative expenses similarly reflects a full year of corporate overhead and other costs incurred to manage a larger corporate entity. During 1998, the Company implemented cost containment initiatives intended to increase future operational and administrative efficiencies. Those initiatives included the closings of the Company's regional offices in Oklahoma City, Oklahoma, Corpus Christi, Texas, and Houston, Texas, the elimination of approximately 350 employee positions and other initiatives. The $33.2 million reorganization charge recognized during 1998 is a result of these initiatives. Other expenses increased to $39.6 million in 1998, as compared to $7.1 million and $2.5 million in 1997 and 1996, respectively. Other expense for 1998 included, and increased primarily as a result of, $20.5 million of mark-to-market adjustments of non-hedge foreign currency and Btu swap agreements previously owned by Chauvco and Mesa; a $9.6 million write-off of deferred compensation arising from change of control features in the Company's incentive plans; $4.4 million 25 26 of other expenses associated with the Company's operations in Argentina and Canada; and, $3.3 million of bad debt expense. The net loss for 1998 was also impacted by a $271.1 million valuation allowance recognized to reduce the carrying value of the Company's deferred tax assets. This charge, which significantly impacted the Company's 1998 net loss, is a non-cash component of operating results and did not impact the Company's net cash provided by operating activities. Net cash provided by operating activities was $314.1 million for the year ended December 31, 1998, as compared to $228.2 million for the year ended December 31, 1997 and to $230.1 million for the year ended December 31, 1996. The additional cash flow generated by the increased production realized from the acquired Mesa and Chauvco properties was partially offset by the aforementioned declining commodity prices and increased costs and expenses. Total debt has increased to $2.2 billion at December 31, 1998 from $1.9 billion at December 31, 1997, due principally to capital expenditures in 1998 exceeding cash flow provided by operating activities. The Company strives to maintain its outstanding indebtedness at a moderate level in order to provide sufficient financial flexibility for future opportunities. The Company's total book capitalization at December 31, 1998 was $3.0 billion, consisting of total debt of $2.2 billion and stockholders' equity of $.8 billion. As a result of increases in debt and reductions in shareholders' equity primarily resulting from 1998 and 1997 non-cash impairment provisions (see Note M and Note O of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data"), the Company's debt to total capitalization increased to 73 percent at December 31, 1998 from 56 percent at December 31, 1997. See "Results of Operations", below, for more in-depth discussions of the Company's oil and gas producing activities, including discussions pertaining to oil and gas production volumes, prices, hedging activities, costs and expenses, capital commitments, capital resources and liquidity. 1999 OUTLOOK The Company's results of operations and financial condition in 1999 are expected to be significantly affected by industry-wide conditions and Company specific attributes and plans. The declining trend in commodity prices has resulted from a combination of factors which have contributed to increased oil and gas supplies and decreased demand for those commodities. The most significant of those factors include increased crude oil exports by Iraq and other members of the Organization of Petroleum Exporting Countries ("OPEC"), mild weather patterns in heavy energy consuming areas during 1998 and 1997, and declining demand for energy in the Asian and other formerly-high-growth areas of the world due to regional recessions. During 1999, the Company anticipates a continuation of the unfavorable commodity price environment presently impacting the oil and gas industry. In response thereto, Pioneer plans to take deliberate actions to reduce its outstanding indebtedness and to protect its operating cash flows. The specific initiatives being taken include reductions in capital expenditures, the divestment of non-strategic assets, the continuation of cost containment measures and the maintenance of hedge positions designed to reduce the volatility of 1999 realized natural gas prices. Capital expenditures. During 1999, the Company plans to reduce capital expended for oil and gas property additions to approximately $100 million, of which $25 million has been budgeted for exploration expenditures and $75 million has been budgeted for exploitation projects. Geographically, during 1999 the Company expects capital expenditures of $60 million in the United States, $25 million in Argentina and $15 million in Canada. Pioneer's long-lived reserves and dependable production in the Hugoton and West Panhandle gas fields and Spraberry oil field allow it the flexibility necessary to make significant changes in its capital allocation plans without significantly impacting near term production volumes. During 1999, Pioneer's exploration and exploitation programs will focus on natural gas projects. The Company's 1999 exploitation program will focus on gas development in the Gulf Coast area and West Panhandle field in the United States, the Chinchaga field in Canada, and in the Neuquen Basin in Argentina. Exploration drilling will be concentrated in the Gulf of Mexico and the onshore Gulf Coast area. The Company will participate in one or two wells in the Gulf of Mexico deep-water Mississippi Canyon Block 305. The first well was spudded in January and is scheduled for preliminary evaluations in March. Two additional wells are planned for 1999 26 27 onshore in the Gulf Coast area or in East Texas where several shallower exploration prospects have been defined from Pioneer's 3-D database. The Company's exploration programs in South Africa, Gabon, and the Gulf Coast transition zone are targeted for comprehensive studies that will focus on analysis, ranking and timing of prospects during 1999. Seismic studies are currently planned to commence in Gabon during late 1999 or early 2000. No new wells are planned during 1999 in South Africa, where the Company is evaluating farmout and other risk sharing opportunities. In comparison, during 1999, the Company intends to use the excess of cash provided by operating activities over capital expenditures for oil and gas producing activities to reduce outstanding indebtedness. Asset divestitures. The Company has announced its intentions to sell non-strategic oil and gas assets for gross proceeds of $500 million to $600 million in 1999 and 2000. As is discussed more fully below in "Trends and Uncertainties -- Asset Dispositions", the Company has entered into a purchase and sale agreement (the "Agreement") to sell certain non-strategic oil and gas properties. The proceeds to be realized from the disposition, if the Agreement is consummated, are $335 million, of which $41 million represents an irrevocable option fee that has been paid to the Company as of December 31, 1998. If consummated, the Agreement requires a final payment to Pioneer of $294 million of proceeds on or before March 31, 1999. If the Agreement is not consummated, the $41 million of irrevocable option fees would be recognized as 1999 earnings. The Company is continuing to review its portfolio of oil and gas properties to identify other non-strategic properties for divestiture. The realization of the Company's plans to divest of the other non-strategic oil and gas properties in 1999 or in 2000 is contingent upon, among other things, the Company's ability to find one or more purchasers willing to purchase the non-strategic assets at prices acceptable to the Company and the purchasers' ability to complete the transaction. There can be no assurances that the Company will be successful in completing the divestitures in 1999 or in 2000. The Company intends to use divestiture proceeds, if such proceeds are realized, to reduce outstanding indebtedness during 1999 and 2000. Cost containment. In 1998, the Company initiated a number of cost containment measures. Such measures included centralizing its domestic operations which resulted in the closing of its regional offices in Oklahoma City, Oklahoma, Corpus Christi, Texas and Houston, Texas; the termination of 350 employees, including several officer positions; and the reduction of 1999 salaries among senior officers. These initiatives were designed to increase operational and administrative efficiencies, thereby reducing future production costs and general and administrative costs per BOE. Associated with these initiatives, the Company anticipates that additional reorganization charges of approximately $5 million will be recognized during the first quarter of 1999. See Note N of Notes to Consolidated Financial Statement included in "Item 8. Financial Statements and Supplementary Data" for specific discussion and disclosures regarding the Company's reorganization provisions. Hedging activities. The declines in commodity prices have had, and continue to have, a significant impact on the Company's financial condition and results of operations. To mitigate the impact of changing prices on the Company's financial condition and results of operations, Pioneer, from time to time, enters into commodity derivative contracts as hedges against oil and gas price risk. As of December 31, 1998, the Company had entered into 1999 hedge contracts for a combined notional volume of 284.7 MMcf of natural gas per day at a weighted average floor price of $2.14 per MMBtu (the Company has sold 1999 put options for a notional volume of 114.3 MMcf per day at an average index price of $1.82 per MMBtu, thereby releasing the average hedge floor on 114.3 MMcf per day of gas to the lesser of $2.12 per MMBtu or the index price plus $.30 per MMBtu). See Notes B, C and J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data". Income taxes. The Company's ability to realize its deferred tax assets is dependent upon generating sufficient taxable income prior to their expiration. The Company believes that there is a risk, in light of the current economic conditions in the oil and gas industry, that certain of its net operating loss carryforwards and other credit carryforwards may expire unused. In accordance with generally accepted accounting principles, the Company must reduce the carrying value of its deferred tax assets if it cannot be determined that it is more likely than not that it will be able to realize the deferred tax assets in future operating periods. Accordingly, the Company has established a valuation allowance of $271.1 million in 1998 to reduce the carrying value of the assets. Although realization is not assured for the remaining deferred tax assets, the 27 28 Company believes it is more likely than not that they will be realized through future taxable earnings or alternative tax planning strategies. However, the net deferred tax assets could be reduced further if the Company's estimate of taxable income in future periods is significantly reduced or alternative tax planning strategies are no longer viable. As a result of this situation, it is likely that the Company's effective tax rate in 1999 will be minimal or nil if the Company recognizes a loss before income taxes. If the Company recognizes income before income taxes in 1999, its effective tax rate will be reduced to the extent that taxable earnings are recognized in those tax jurisdictions relative to which the Company established its 1998 valuation allowances. Credit facilities. As of December 31, 1998, the Company was a borrower under three separate credit facilities (the "Credit Facilities") that provided for combined loan commitments of $1.4 billion, comprised of a $1.075 billion primary credit facility (the "Primary Facility") that matures on August 7, 2002; a $290 million Canadian Credit Facility, (the "Canadian Facility"), which converted in the fourth quarter of 1998 to a $276 million term loan that matures on December 19, 2003; and an $85 million credit facility (the "364-day Facility") that matures on August 5, 1999. On December 31, 1998, the Company had $993.6 million of outstanding borrowings under the Primary Facility, $276.0 million of outstanding borrowings under the Canadian Facility and no borrowings under the 364-day Facility. As of December 31, 1998, advances on the Credit Facilities bear interest at the option of the Company, based on (a) the prime rate of NationsBank of Texas, N.A. ("Prime Rate") (7.75 percent at December 31, 1998), (b) a Eurodollar rate (substantially equal to the London Interbank Offered Rate ("LIBOR")) adjusted for the reserve requirement as determined by the Board of Governors of the Federal Reserve System with respect to transactions in Eurocurrency liabilities ("LIBOR Rate"), or (c) a competitive bid rate as quoted by the lending banks electing to participate pursuant to a request by the Borrower. The interest rates on the LIBOR Rate advances vary, with the interest rate margin ranging from 18 basis points to 55 basis points, including commitment utilization fees. On March 19, 1999, the Company and the syndicate of banks participating in the Credit Facilities executed amendments to the Credit Facilities that provide for a $495 million reduction in the combined loan commitments under the Credit Facilities by December 31, 1999; an increase in the maximum interest rate margin on LIBOR Rate advances to 350 basis points, including facility and leverage fees; provisions, under certain circumstances, for enhancing the participating banks' collateral rights; and, amendment of certain associated debt covenants, the most restrictive covenant requires the maintenance of a ratio of outstanding Company senior debt to earnings before interest, depletion, depreciation, amortization, income taxes, exploration and abandonment and other non-cash expenses ("EBITDAX") not to exceed 5.75 to one through September 30, 1999, 4.25 to one through March 31, 2000, and 3.5 to one thereafter. Additionally, the amendment provisions provide for the consolidation of the Primary Facility and the Canadian Facility. The 1999 amendments to the Credit Facilities will decrease the Company's liquidity and are expected to increase the Company's weighted average rate of interest on outstanding indebtedness. To satisfy the commitment reduction provisions of the amended Credit Facilities, the Company intends to reduce its outstanding borrowings through the use of funds generated by the individual or combined sources of operating activities, oil and gas property divestitures, borrowings under subordinated debt agreements or additional issuances of equity. The ultimate impact of the amendments on the Company's results of operations and financial condition as of and for the year ending December 31, 1999 is uncertain and will depend on the amount of debt reduction that the Company is able to achieve in 1999. See "Results of Operations -- Capital Commitments, Capital Resources and Liquidity", below, and Note E to Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" for further discussions relative to the Company's Credit Facilities and outstanding borrowings. TRENDS AND UNCERTAINTIES COMMODITY PRICES The realized oil and gas prices that Pioneer reports are based on the market price received for the commodity adjusted by the results of the Company's hedging activities. Historically, worldwide oil and gas prices have been 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. 28 29 Since 1996, there has been a declining trend in world oil prices and, more recently but to a lesser extent, natural gas prices. The benchmark daily average NYMEX West Texas Intermediate crude oil closing price for the year ended December 31, 1998 has declined 30 percent and 35 percent, respectively, as compared with the same averages for 1997 and 1996; and, the benchmark daily average NYMEX Henry Hub closing natural gas price for the year ended December 31, 1998 has declined 14 percent and 15 percent, respectively, as compared with the same averages for 1997 and 1996. ASSET DISPOSITIONS As is discussed in "1999 Outlook", above, the Company has announced its intentions to sell non-strategic oil and gas assets for gross proceeds of $500 million to $600 million in 1999 and 2000. In February 1998, the Company announced its intentions to sell domestic non-strategic properties and subsequently signed a purchase and sale agreement (the "Agreement") to sell certain oil and gas properties representing approximately 10 percent of the Company's proved reserves. In December 1998, Pioneer announced the re- negotiation of the Agreement and the sale of an exclusive and irrevocable option to the buyer to purchase the same properties on or before March 31, 1999. The proceeds associated with the re-negotiated terms total $335 million, of which $41 million represents an irrevocable option fee that has been paid to the Company as of December 31, 1998. The Company's realization of the remaining $294 million of proceeds, which would be used to reduce outstanding indebtedness, is primarily dependent upon the buyer's ability to finance the purchase and certain other contingencies defined in the Agreement. As a result, there can be no assurance that the divestiture of any or all of the properties will be completed or that the remaining proceeds will be realized. The Company is continuing to review its portfolio of oil and gas properties to identify other non-strategic properties for divestiture. The realization of the Company's plans to divest of the other non-strategic oil and gas properties in 1999 or in 2000 is contingent upon, among other things, the Company's ability to find one or more purchasers willing to purchase the non-strategic assets at prices acceptable to the Company and the purchasers' ability to complete the transaction. There can be no assurances that the Company will be successful in completing the divestitures in 1999 or in 2000. ASSET IMPAIRMENTS AND VALUATION ALLOWANCES Neither the longevity nor the extent of the current trend of declining commodity prices can be assessed with any degree of certainty. A continuation of the trend, or other relevant factors, could result in further impairment provisions to the carrying value of the Company's proved and unproved properties or additional valuation allowances to the Company's deferred tax assets in the future, which could have a material adverse effect on the Company's financial condition and results of operations. See Notes B, M and O of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information and disclosures regarding the Company's accounting policies and attributes pertaining to asset impairments and income tax valuation allowances. FOREIGN CURRENCIES The Company has oil and gas business dealings in Canada, Argentina, South Africa and Gabon. Historically, crude oil sales contracts have been United States dollar denominated, which significantly reduces foreign currency risks associated with crude oil operations. Additionally, the Canadian dollar to United States dollar exchange rate remains relatively stable. The functional currency of the Company's Argentine operations is the Argentine peso. Presently, the Argentine peso is valued on a one-to-one relationship with the United States dollar. The functional currencies of the Company's South African and Gabon operations are the United States dollar. The Company's operations in South Africa and Gabon are not presently of a magnitude that would generate significant foreign currency risk. Although the above described currency relationships are not expected to change significantly in the near future, economic and other factors can cause significant and sudden changes in foreign currency exchange rates that could materially impact the Company's financial position and future results of operations. 29 30 YEAR 2000 PROJECT READINESS Historically, many computer programs have been developed that use only the last two digits in a date to refer to a year. As the year 2000 nears, the inability of such computer programs and embedded technologies to distinguish between "1900" and "2000" has given rise to the "Year 2000" problem. Theoretically, such computer programs and related technology could fail outright or communicate inaccurate data, if not remediated or replaced. With the proliferation of electronic data interchange, the Year 2000 problem represents a significant exposure to the entire global community, the full extent of which cannot be accurately assessed. In proactive response to the Year 2000 problem, the Company established a "Year 2000" project to assess, to the extent possible, the Company's internal Year 2000 problem; to take remedial actions necessary to minimize the Year 2000 risk exposure to the Company and significant third parties with whom it has data interchange; and, to test its systems and processes once remedial actions have been taken. The Company has contracted with IBM Global Services to perform the assessment and remedial phases of its Year 2000 project. The assessment phase of the Company's Year 2000 project is at varying stages of completion as it pertains to information technology and non-information technology applications and systems in the United States, Canada and Argentina. As of December 31, 1998, the Company estimates that the assessment phase is approximately 86 percent complete on a worldwide basis and has included, but is not limited to, the following procedures: - the identification of necessary remediation, upgrade and/or replacement of existing information technology applications and systems; - the assessment of non-information technology exposures, such as telecommunications systems, security systems, elevators and process control equipment; - the initiation of inquiry and dialogue with significant third party business partners, customers and suppliers in an effort to understand and assess their Year 2000 problems, readiness and potential impact on the Company and its Year 2000 problem; - the implementation of processes designed to reduce the risk of reintroduction of Year 2000 problems into the Company's systems and business processes; and, - the formulation of contingency plans for mission-critical information technology systems. The Company expects to complete the assessment phase of its Year 2000 project by the end of the first quarter of 1999 but is being delayed by limited responses received on inquiries made of third party businesses. To date, the Company has distributed Year 2000 problem inquiries to over 500 entities and has received responses to approximately 37 percent of those inquiries. The remedial phase of the Company's Year 2000 project is also at varying stages of completion as it pertains to the remediation of information technology and non-information technology applications and systems in the United States, Canada and Argentina. As of December 31, 1998, the Company estimates that the remedial phase is approximately 54 percent complete, on a worldwide basis, subject to the continuing results of the third party inquiry assessments and the testing phase. The remedial phase has included the upgrade and/or replacement of certain application and hardware systems. The Company has upgraded its Artesia general ledger accounting systems through remedial coding and is currently testing this system for Year 2000 compliance. The remediation of non-information technology is expected to be completed during July 1999. The Company's Year 2000 remedial actions have not significantly delayed other information technology projects or upgrades. The testing phase of the Company's Year 2000 project is on schedule. The Company expects to complete the testing of the Artesia system upgrades by March 1999 and all other information technology systems and non-information technology remediation by the end of the third quarter of 1999. The Company expects that its total costs related to the Year 2000 problem will approximate $3.6 million, of which approximately $500 thousand will have been incurred to replace non-compliant information 30 31 technology systems. The Company intends to use its working capital to pay for the costs of the Year 2000 projects. As of December 31, 1998, the Company's total costs incurred on the Year 2000 problem were $1.8 million, of which $200 thousand were incurred to replace non-compliant systems. The risks associated with the Year 2000 problem are significant. A failure to remedy a critical Year 2000 problem could have a materially adverse affect on the Company's results of operations and financial condition. The most likely worst case scenario which may be encountered as a result of a Year 2000 problem could include information and non-information system failures, the receipt or transmission of erroneous data, lost data or a combination of similar problems of a magnitude that cannot be accurately assessed at this time. In the assessment phase of the Company's Year 2000 project, contingency plans are being designed to mitigate the exposures to mission critical information technology systems, such as oil and gas sales receipts; vendor and royalty cash distributions; debt compliance; accounting; and, employee compensation. Such contingency plans anticipate the extensive utilization of third-party data processing services, personal computer applications and the substitution of courier and mail services in place of electronic data interchange. Given the uncertainties regarding the scope of the Year 2000 problem and the compliance of significant third parties, there can be no assurance that contingency plans will have anticipated all Year 2000 scenarios. ACCOUNTING FOR DERIVATIVES In June 1998, the Financial Accounting Standards Board 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. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. The Company has not determined what effect, if any, SFAS 133 will have on its consolidated financial statements. 31 32 RESULTS OF OPERATIONS OIL AND GAS PRODUCTION The following table describes the results of the Company's oil and gas production activities during 1998, 1997 and 1996.
YEAR ENDED DECEMBER 31, ------------------------------------- 1998 1997 1996 ---------- ----------- -------- (IN THOUSANDS, EXCEPT AVERAGE PRICE AND COST DATA) Revenues: Oil and gas.......................................... $ 711,492 $ 536,782 $396,931 Gain on disposition of oil and gas properties, net(a)............................................ 53 3,304 7,786 ---------- ----------- -------- 711,545 540,086 404,717 ---------- ----------- -------- Costs and expenses: Oil and gas production............................... 223,551 144,170 110,334 Depletion............................................ 322,294 204,450 102,803 Impairment of oil and gas properties................. 459,519 1,356,390 -- Exploration and abandonments......................... 51,008 37,603 12,653 Geological and geophysical........................... 70,850 39,557 9,054 ---------- ----------- -------- 1,127,222 1,782,170 234,844 ---------- ----------- -------- Operating profit (loss) (excluding general and administrative expense and income taxes).......... $ (415,677) $(1,242,084) $169,873 ========== =========== ========
- --------------- (a) The 1997 amount does not include the gain related to the disposition of the Company's subsidiary that owned an interest in oil and gas properties in Turkey. The 1996 amount does not include the gain related to the disposition of the Company's Australasian assets. See Note L of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data".
YEAR ENDED DECEMBER 31, ----------------------------------- 1998 1997 1996 -------- -------- -------- (IN THOUSANDS, EXCEPT AVERAGE PRICE AND COST DATA) Production: Oil (MBbls)............................................ 21,554 13,618 11,275 NGLs (MBbls)........................................... 10,669 4,267 -- Gas (MMcf)............................................. 183,913 104,868 75,851 Total (MBOE)........................................... 62,875 35,363 23,916 Average daily production: Oil (Bbls)............................................. 59,052 37,309 30,805 NGLs (Bbls)............................................ 29,231 11,691 -- Gas (Mcf).............................................. 503,872 287,309 207,244 Average oil price (per Bbl).............................. $ 13.08 $ 18.51 $ 19.96 Average NGL price (per Bbl).............................. $ 8.90 $ 12.59 $ -- Average gas price (per Mcf).............................. $ 1.82 $ 2.20 $ 2.27 Costs: Lease operating expense (per BOE)...................... $ 3.04 $ 3.02 $ 3.43 Production taxes (per BOE)............................. .40 .81 .91 Workover costs (per BOE)............................... .12 .25 .27 -------- -------- -------- Total production costs (per BOE).................... $ 3.56 $ 4.08 $ 4.61 ======== ======== ======== Depletion (per BOE).................................... $ 5.13 $ 5.78 $ 4.30
OIL AND GAS REVENUES. Revenues from oil and gas operations totaled $711.5 million in 1998, $536.8 million in 1997 and $396.9 million in 1996, representing a 33 percent increase from 1997 to 1998 and a 35 percent increase from 1996 to 1997. The revenue increase from 1997 to 1998 is reflective of a 78 percent increase in BOE production, offset by a 29 percent, 29 percent and 17 percent decline in prices for oil, NGLs and gas, respectively, from 1997 to 1998. The increase in production during 1998 was primarily attributable to a full 32 33 year of production realized from the Mesa and Chauvco properties acquired in 1997. The increase in revenue from 1996 to 1997 is primarily attributable to increases in oil and gas production, offset by declines in commodity prices. The majority of the increased production during 1997 was a direct result of the oil and gas properties acquired from Mesa. Parker & Parsley historically accounted for processed natural gas production as wellhead production on a wet gas basis, while Mesa accounted for processed natural gas production in two components: natural gas liquids and dry residue gas. The combined entities own three major gas processing facilities, and the majority of the gas processed by these facilities is owned by the Company and produced by Company-operated properties. Consequently, the Company now produces a higher proportion of processed gas relative to total natural gas production and accounts for any processed natural gas production as natural gas liquids and dry residue gas. Production volumes for 1998 increased by 78 percent from 35,363 MBOE to 62,875 MBOE. This increase is primarily reflective of a full year of production realized from the properties acquired from Mesa and Chauvco, but also was impacted favorably by the Company's exploration and development projects. The properties acquired from Mesa and Chauvco contributed 97 percent of the production growth from 1997 to 1998. Excluding the production associated with the Mesa and Chauvco properties and other properties sold during 1998 and 1997, production increased nine percent during 1998, as compared to 1997, on a BOE basis. On a BOE basis, production increased by 48 percent for the year ended December 31, 1997, as compared to the same period in 1996. The additional production volumes from the Mesa properties contributed 85 percent of production growth from 1996 to 1997. The remainder of the increase is a direct result of the successes of the Company's exploration and exploitation efforts. Such production growth was particularly evident in light of the fact that a portion of the average daily oil and gas production for 1996 related to properties included in the 1996 sale of the Company's Australasian subsidiaries and the 1996 sale of certain non-strategic domestic assets. Excluding production associated with assets sold during 1996 and the Mesa properties acquired in 1997, on a BOE basis, production increased 14 percent for the year ended December 31, 1997 as compared to the year ended 1996. The average oil price received for the year ended December 31, 1998 decreased 29 percent (from $18.51 per Bbl in 1997 to $13.08 per Bbl in 1998); the average NGL price received in 1998 decreased 29 percent (from $12.59 per Bbl in 1997 to $8.90 per Bbl in 1998); and the average gas price received in 1998 decreased 17 percent (from $2.20 per Mcf in 1997 to $1.82 per Mcf in 1998). The average oil price received for the year ended December 31, 1997 decreased seven percent (from $19.96 per Bbl in 1996 to $18.51 per Bbl in 1997), and the average gas price received decreased three percent (from $2.27 per Mcf in 1996 to $2.20 per Mcf in 1997). During 1997, the Company received an average of $12.59 per Bbl for NGLs. 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. Crude Oil. All material purchase 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 years ended December 31, 1998, 1997 and 1996 was $11.93 per Bbl, $19.09 per Bbl and $21.33 per Bbl, respectively. During the year ended December 31, 1998, the Company recorded a $24.8 million net increase to oil revenues as a result of its oil price hedges. During the fourth quarter of 1998, the Company terminated its 1999 crude oil hedge positions and recognized a deferred gain of $14.0 million associated therewith. The deferred hedge gains will be recognized as oil revenue during the year ended December 31, 1999 in the amount of $3.5 million per calendar 33 34 quarter. The Company recorded net reductions to oil revenues of $7.9 million and $15.4 million for the years ended December 31, 1997 and 1996, respectively, as a result of its oil price hedges. Natural Gas Liquids. During 1998, the Company did not enter into natural gas liquids price hedge contracts. During the year ended December 31, 1997, the Company realized an average natural gas liquids price for physical sales (excluding hedge results) of $12.61 per Bbl and recorded a net decrease to natural gas liquids revenue of $77,600 as a result of hedging. Natural Gas. The Company employs a policy of hedging a portion of its 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 years ended December 31, 1998, 1997 and 1996 was $1.80 per Mcf, $2.41 per Mcf and $2.39 per Mcf, respectively. For the year ended December 31, 1998, the Company recorded a net increase to gas revenues of $3.6 million as a result of its gas price hedges. The Company recorded net reductions to gas revenues of $21.9 million and $9.0 million for the years ended December 31, 1997 and 1996, respectively, as a result of its gas price hedges. See Note J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for information concerning the Company's open hedge positions at December 31, 1998 and the related prices to be realized. PRODUCTION COSTS. Total production costs per BOE decreased in 1998 and 1997 by approximately 13 percent and 11 percent, respectively (from $4.61 in 1996 to $4.08 in 1997 to $3.56 in 1998). The primary component of production costs, lease operating expense, remained constant in 1998 and decreased by 12 percent in 1997. Workover costs declined by 52 percent in 1998 and seven percent in 1997. These costs represent the majority of the oil and gas property operating expenses over which the Company has control and the costs on which the Company has focused its reduction efforts. Production taxes, which are correlated with volumes and prices, declined 51 percent in 1998 and 11 percent in 1997 reflecting the decline in commodity prices over the past two years. As discussed more fully in "Natural Gas Processing" below, the Company adopted a new method of reporting the financial results of its natural gas processing facilities in 1997, and is now presenting these results as oil and gas production activities. In 1998 and 1997, the operating margin from the Company's gas plants (i.e., third party processing revenues less processing costs and expenses) are included in oil and gas production costs, specifically lease operating expense. The additional reductions in lease operating expense during the three years ended December 31, 1998 are primarily due to the Company's concentrated efforts to evaluate and reduce all operating costs and the sale of certain high operating cost properties during 1996. DEPLETION EXPENSE. Depletion expense per BOE decreased 11 percent in 1998 (to $5.13 in 1998 from $5.78 in 1997) and increased 34 percent in 1997 (from $4.30 in 1996). The decrease in 1998 was primarily due to the 1997 provision for impairment that reduced the per BOE carrying values of the Company's oil and gas properties in accordance with SFAS 121 (see "Impairment of Oil and Gas Properties" below). The increase in depletion expense per BOE in 1997 was primarily associated with the fair value allocated to Mesa's long-lived, low production cost natural gas reserves. IMPAIRMENT OF OIL AND GAS PROPERTIES. In accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), the Company reviews its oil and gas properties for impairment whenever events or circumstances indicate a decline in the recoverability of the carrying value of the Company's assets may have occurred. Declining commodity prices in 1998 and 1997, the Company's outlook for future commodity prices and 1998 performance issues relative to certain oil and gas properties, prompted impairment reviews. As a result of these reviews, the Company recognized non-cash pre-tax charges of $312.2 million and $1.4 billion in 1998 and 1997, respectively, related to its proved oil and gas properties. In accordance with Statement of Financial Accounting Standards No. 19, "Accounting and Reporting by Oil and Gas Producing Companies" ("SFAS 19"), the Company periodically assesses its unproved properties 34 35 to determine whether they have been impaired. An unproved property may be impaired if the Company does not intend to drill the prospect as a result of downward revisions to potential proved reserves, if the results of exploration or the Company's outlook for future commodity prices indicate that the potential proved reserves are not sufficient to generate net cash flows to recover the investment required by the project, or if the Company intends to sell the property for less than its carrying value. The Company has assessed its unproved oil and gas properties for impairment and in 1998 recognized a non-cash pre-tax impairment charge of $147.3 million to reduce the carrying value of its unproved oil and gas properties. EXPLORATION AND ABANDONMENTS/GEOLOGICAL AND GEOPHYSICAL COSTS. Exploration and abandonments/ geological and geophysical costs totaled $121.9 million, $77.2 million and $21.7 million for the years ended December 31, 1998, 1997 and 1996, respectively. The following table sets forth the components of the Company's 1998, 1997 and 1996 exploration and abandonments/geological and geophysical costs:
YEAR ENDED DECEMBER 31, ---------------------------- 1998 1997 1996 -------- ------- ------- (IN THOUSANDS) Exploratory dry holes: United States............................................. $ 15,737 $27,183 $ 6,256 Argentina................................................. 4,426 252 3,416 Canada.................................................... 1,949 -- -- Other foreign............................................. 9,486 5,442 15 Geological and geophysical costs: United States............................................. 42,755 37,987 7,042 Argentina................................................. 9,999 1,570 592 Canada.................................................... 14,244 -- -- Other foreign............................................. 3,851 -- 1,420 Leasehold abandonments and other............................ 19,411 4,726 2,966 -------- ------- ------- $121,858 $77,160 $21,707 ======== ======= =======
Approximately 30 percent of the Company's 1998 exploration/exploitation capital budget was spent on exploratory projects as compared to 28 percent in 1997 and 18 percent in 1996. The increase in 1998 exploratory costs is primarily due to the initial expenditures made to explore the Argentine and Canadian properties acquired from Chauvco and the Company's exploration program in South Africa. The increase in 1997 was primarily the result of increased domestic exploratory drilling and geological and geophysical activity due to the expansion of the Company's exploration program. The Company currently anticipates that its 1999 exploration efforts, although curtailed to reduce debt, will be concentrated domestically in the Gulf of Mexico and onshore Gulf Coast region. The Company will participate in one or two wells in the Gulf of Mexico deep-water Mississippi Canyon Block 305 and two wells in either the onshore Gulf Coast area or in East Texas where several shallower exploration prospects have been defined from Pioneer's 3-D database. The Company's exploration programs in South Africa, Gabon, and the Gulf Coast transition zone are targeted for comprehensive studies that will focus on analysis, ranking and timing of prospects during 1999. NATURAL GAS PROCESSING The Company historically reflected its ownership interests in and revenues and expenses related to its natural gas processing facilities as separate items in the consolidated financial statements while Mesa reported revenues and expenses from its natural gas processing facilities as oil and gas production costs. During the last four years, the Company has sold its interests in 12 natural gas processing facilities and now owns interests in seven facilities. The ownership interest in the remaining gas plant facilities and the related results of operations from third party gas processed through such facilities are not material to the Company's financial position. To report the results of gas processing activities consistently within the financial statements, during 1997, the Company reclassified the natural gas processing facilities into oil and gas properties for financial statement purposes and will report all third party revenues and expenses from its natural gas processing facilities in oil and gas production costs. 35 36 In 1996, natural gas processing revenues were $23.8 million and natural gas processing costs were $12.5 million. The average price per Bbl of NGLs was $15.10 in 1996, while the average price per Mcf of residue gas was $2.15. During January 1996, the Company realized proceeds of $2.1 million from sales of gas plants and related assets which resulted in the Company recognizing a net pre-tax gain of $639 thousand. Additionally, the Company recognized non-cash pre-tax charges of $1.3 million related to abandonments of certain of the Company's gas processing facilities and the cancellation of certain gas processing contracts. GENERAL AND ADMINISTRATIVE EXPENSE General and administrative expense was $73 million in 1998, $48.8 million in 1997 and $28.4 million in 1996, representing a 50 percent increase from 1997 to 1998 and a 72 percent increase from 1996 to 1997. The increases from 1996 to 1997, and 1997 to 1998, resulted from the increased size of the Company and relocation costs caused by the merger between Parker & Parsley and Mesa and the acquisition of Chauvco. REORGANIZATION During 1998, the Company announced its plans to sell certain non-strategic oil and gas fields, its intentions to reorganize its operations by combining its six domestic operating regions and other cost reduction initiatives intended to allow Pioneer to better adapt to declining oil and gas commodity price trends. Specific cost reduction initiatives included the relocation of most of the Company's administrative services from Midland, Texas to Irving, Texas; the closings of the Company's regional offices in Oklahoma City, Oklahoma, Corpus Christi, Texas and Houston, Texas; the termination of 350 employees including several officer positions; and, further centralization of the Company's organizational structure. Associated with these initiatives, the Company recognized a pre-tax reorganization charge of $33.2 million in 1998. In addition, the Company anticipates that another $5 million of reorganization charges will be incurred during the first quarter of 1999. See Note N of Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" for specific information regarding reorganization costs paid in 1998 and costs unpaid as of December 31, 1998. INTEREST EXPENSE Interest expense was $164.3 million in 1998, $77.6 million in 1997 and $46.2 million in 1996. The increase in interest expense from 1997 to 1998 primarily reflects the increase in the weighted average outstanding balance of Company indebtedness that resulted from a full year of debt assumed from Mesa and Chauvco in 1997 and approximately $190 million of debt incurred to fund 1998 additions to oil and gas properties. The increase from 1996 to 1997 is primarily the result of an increase in the weighted average outstanding balance of the Company's indebtedness during 1997 as compared to 1996 due to the additional debt assumed from Mesa. In addition, the 1997 and 1996 amounts included $6 million and $12 million of interest, respectively, associated with the preferred stock of the Company's subsidiary, Parker & Parsley Capital LLC, which was converted to common stock of the Company in July 1997 (see Note I of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data"). The 1998, 1997 and 1996 amounts also include $1.1 million, $1.2 million and $1.3 million, respectively, of amortization of capitalized loan fees. During each of the years 1998, 1997 and 1996, the Company was a party to various interest rate swap agreements. As a result, the Company recorded a reduction in interest expense of $356 thousand, $847 thousand and $787 thousand for the years ended December 31, 1998, 1997 and 1996, respectively. For a description of the Company's interest rate swap agreements, see Note J of Notes to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data". OTHER EXPENSE Other expense was $39.6 million, $7.1 million and $2.5 million for the years ended December 31, 1998, 1997 and 1996, respectively. The $32.5 million increase in other expense from 1997 to 1998 was comprised of several factors, including a $14.7 million 1998 non-cash, pre-tax, mark-to-market adjustment of Canadian 36 37 dollar to United States dollar currency swaps which were acquired with Chauvco in December 1997; a $9.6 million 1998 non-cash, pre-tax write-off of deferred compensation that resulted from certain incentive plan change of control provisions that were triggered by a 1998 increase in an investment fund's beneficial ownership in the Company; $4.4 million of other expense items related to the Company's operations in Argentina and Canada; and, a $2.3 million increase in bad debt expense. The $4.6 million increase in other expense during 1997 as compared to 1996 primarily resulted from the $5.2 million non-cash, pre-tax, mark-to-market adjustment of the December 31, 1997 carrying value of the Company's BTU swap agreement that was originally entered into by Mesa. During 1998, the Company recognized a $5.8 million non-cash, pre-tax, mark-to-market adjustment of the carrying value of the BTU swap agreement. Future mark-to-market adjustments of the Company's non-hedge derivatives cannot be quantified with any degree of certainty. Such adjustments could significantly impact the Company's future results of operations, financial position and cash flows. See Notes F and J to the accompanying Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for further discussions pertaining to the incentive plan change of control provisions and the Company's BTU swap agreement and other mark-to-market derivatives. INCOME TAXES For the years ended December 31, 1998, 1997 and 1996, the Company recognized, exclusive of the tax effect of the 1997 extraordinary loss, a consolidated tax provision of $15.6 million, a tax benefit of $500.3 million and a tax provision of $60.1 million, respectively. The tax provision for the year ended December 31, 1998 includes a $271.1 million deferred tax valuation charge to reduce the carrying value of the Company's deferred tax assets. During the fourth quarter of 1998, the Company reviewed its deferred tax assets, and in light of the current economic conditions in the oil and gas industry, and the Company's outlook for future commodity prices, and the Company's performance over the past two years; the Company believes that certain of its net operating losses may expire unused, and accordingly, has established a valuation allowance against them. The Company's annual income tax provisions or benefits were determined from the separate tax calculation prepared for each tax jurisdiction in which the Company is subject to income taxes. For 1998, 1997 and 1996, the Company had effective total tax rates of approximately two percent, 36 percent and 30 percent, respectively. See Note O of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for further discussion of the Company's income tax provision and benefits. EXTRAORDINARY ITEMS On December 18, 1997, the Company completed a cash tender offer for a significant portion of the 11 5/8% senior subordinated discount notes due 2006 and the 10 5/8% senior subordinated notes due 2006 (the "10 5/8% Notes") (collectively, the "Subordinated Notes") assumed from Mesa for a redemption price of $829.90 and $1,171.40, respectively, per $1,000 tendered plus any interest accrued on the 10 5/8% Notes (the "Tender Offer"). As a result of the Tender Offer, the Company recognized an extraordinary loss on early extinguishment of debt of $11.9 million (net of a related tax benefit of $6.4 million) during the fourth quarter of 1997. The Company financed the purchase price of the Subordinated Notes tendered in the offer with borrowings under its bank credit facility. The accompanying Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 1997 also includes a $1.5 million (net of a related tax benefit of $800 thousand) non-cash charge for an extraordinary loss on early extinguishment of debt resulting from the mergers. This extraordinary loss relates to capitalized issuance fees associated with Parker & Parsley's previously existing bank credit facility, which was replaced by a new credit facility agreement for the Company. 37 38 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 during 1998, 1997 and 1996 for additions to oil and gas properties (including individual property acquisitions, but not including company acquisitions) totaled $507.3 million, $428.6 million and $219.4 million, respectively. The 1998 amount includes $450.3 million of development and exploratory drilling and seismic costs, of which $332.0 million, or 74 percent, were development expenditures. During 1998, $308.2 million, or 68 percent, of the Company's drilling and seismic expenditures occurred in the United States, of which $167.4 million, or 54 percent, was expended in the Gulf Coast area and $112.6 million, or 37 percent, was expended in the Permian Basin area. Also, during 1998, the Company expended $142.1 million, or 32 percent, of its drilling and seismic capital in its international regions, located in Canada ($65.8 million, or 15 percent of worldwide drilling and seismic expenditures), Argentina ($57.5 million, or 13 percent of worldwide drilling and seismic expenditures) and other international areas ($18.8 million, or four percent of worldwide drilling and seismic expenditures), including South Africa and Gabon. The 1997 amount includes $292.6 million for development and exploratory drilling when, as in 1996, the Company's drilling activities were focused primarily in the Spraberry field of the Permian Basin. Significant drilling expenditures in 1997 included $99.0 million in the unitized portion of the Spraberry field of the Permian Basin (including $47.6 million in the Driver unit, $12.7 million in the Preston unit, $12.6 million in the Shackelford unit, $12.2 million in the North Pembrook unit and $10.5 million in the Merchant unit), $14.9 million in other portions of the Spraberry field, $46.5 million in other areas of the Permian Basin, $91.3 million in the onshore and offshore Gulf Coast area, $29.9 million in the Mid Continent area and $11.0 million in Argentina and Guatemala. The Company's 1999 capital expenditure budget has been set at $100 million, reflecting planned expenditure reductions in support of the Company's intention to reduce outstanding indebtedness and to increase financial flexibility. Capital expenditures for 1999 are expected to include $75 million for exploitation activities and $25 million for exploration activities. The Company budgets its capital expenditures based on projected internally-generated cash flows and routinely adjusts the level of its capital expenditures in response to anticipated changes in cash flows. 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 and the Company's capital expenditure program may be provided by any combination of internally-generated cash flow, proceeds from the disposition of non-strategic 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 sales of non-strategic assets. The Company expects that these resources will be sufficient to fund its capital commitments in 1999. Operating Activities Net cash provided by operating activities during 1998, 1997 and 1996 were $314.1 million, $228.2 million and $230.1 million, respectively. Net cash provided by operating activities in 1998 increased 38 percent over that of 1997 as a result of the increased production realized from the properties acquired from Mesa and Chauvco, partially offset by declining commodity prices and increased general and administrative expenses, reorganization expenditures, and interest expense. Net cash provided by operating activities in 1997 was comparable to that of 1996. Increased production in 1997 was offset by increased general and administrative expenses and interest expenses and the payment of certain liabilities assumed from Mesa, including severance payments made to former Mesa employees. 38 39 Financing Activities As described more fully in Note E of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data", as of December 31, 1998 the Company was a borrower under three credit facility agreements with a syndicate of banks which provided for a total bank credit facility of $1.4 billion as of December 31, 1998. The Company had an outstanding balance under its Primary Facility at December 31, 1998 of $993.6 million (including outstanding, undrawn letters of credit of $19.6 million), leaving approximately $81 million of unused borrowing base available as of December 31, 1998. The Company had no outstanding borrowings under its 364-day Facility as of December 31, 1998, leaving $85 million of borrowing capacity unused on that date. At December 31, 1998, the Company also had $276.0 million of term loan borrowings outstanding under its Canadian Facility, representing the total borrowing capacity under the Canadian Facility. During the first quarter of 1999, the Company and the participating banks amended the Credit Facilities whereby the Primary Facility and the Canadian Facility were consolidated; the total loan commitments under the Credit Facilities were reduced by $495 million by December 31, 1999; the interest rate on LIBOR Rate advances increased to a maximum of 350 basis points; and, certain other Credit Facility amendments as described in "1999 Outlook," above. At December 31, 1998, the Company had four other outstanding significant debt issuances. Such debt issuances consist of (i) $150 million aggregate principal amount of 8 7/8% senior notes issued by Parker & Parsley in 1995 and due in 2005 (carrying value of $150.0 million); (ii) $150 million aggregate principal amount of 8 1/4% senior notes issued by Parker & Parsley in 1995 and due in 2007 (carrying value of $149.4 million); (iii) $350 million aggregate principal amount of 6 1/2% senior notes issued by Pioneer in 1998 and due in 2008 (carrying value of $348.4 million); and, (iv) $250 million aggregate principal amount of 7 1/5% senior notes issued by Pioneer in 1998 and due in 2028 (carrying value of $249.9 million). The weighted average interest rate for the year ended December 31, 1998 on the Company's indebtedness was 7.16 percent as compared to 7.04 percent for the year ended December 31, 1997 and 7.83 percent for the year ended December 31, 1996 (taking into account the effect of interest rate swaps). As the Company continues to pursue its strategy, it may utilize alternative financing sources, including the issuance for cash of fixed rate long-term public debt, convertible securities or preferred 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. Sales of Non-strategic Assets During 1998, 1997 and 1996, proceeds from the sale of non-strategic assets totaled $21.9 million, $115.7 million and $58.4 million, respectively. In addition, during 1996, the Company sold certain subsidiaries resulting in cash proceeds of $183.2 million (see Note L of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data"). The proceeds from these sales were primarily utilized to reduce the Company's outstanding bank indebtedness and for general working capital purposes. As is more fully discussed in "1999 Outlook", above, the Company announced its intentions to sell certain domestic non-strategic properties for gross proceeds of $335 million. These properties represent approximately 10 percent of the Company's reserves at December 31, 1998. Although the Company plans to complete this sale during the first quarter of 1999, there can be no assurance that the buyer will be able to consummate the transaction. The Company anticipates that it will continue to sell non-strategic properties from time to time to reduce outstanding indebtedness, increase capital resources available for other activities and to achieve operating and administrative efficiencies and improved profitability. In January 1999, the Company announced its intentions to divest, during 1999 and 2000, non-strategic properties for gross divestment proceeds, including the currently pending divestiture, of $500 million to $600 million. There can be no assurances that the Company will be successful negotiating or completing such 39 40 divestitures within the 1999 to 2000 time frame. The consummation of the Company's 1999 and 2000 divestiture plan is entirely dependent on finding one or more willing purchasers who have the financial wherewithal to complete such purchases. Until such purchasers are found, the Company may reevaluate its portfolio of properties and at any time may adjust its plans concerning divestitures. As a result, there can be no assurance that the divestiture of any or all of these properties will be completed or that the estimated proceeds will be realized. LIQUIDITY. At December 31, 1998, the Company had $59.2 million of cash and cash equivalents on hand, compared to $71.7 million at December 31, 1997. The Company's ratio of current assets to current liabilities was .38 at December 31, 1998 and 1.18 at December 31, 1997. The decline in the ratio is primarily reflective of $306.5 million of current maturities of long-term debt as of December 31, 1998, including required reductions in borrowings under the Company's Credit Facilities and other current debt obligations. See "1999 Outlook -- Credit facilities," above, and Note E of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for further discussions regarding amendments to the Company's Credit Facilities. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following quantitative and qualitative information is provided about financial instruments to which the Company is a party as of December 31, 1998, and from which the Company may incur future earnings gains or losses from changes in market interest rates, foreign exchange rates, commodity prices or common stock prices. Although certain derivative contracts that the Company is a party to do not qualify as hedges, the Company does not enter into derivative or other financial instruments for trading purposes. QUANTITATIVE DISCLOSURES INTEREST RATE SENSITIVITY. The following table provides information, in United States dollar equivalent amounts, about the Company's derivative financial instruments and other financial instruments that the Company is a party to as of December 31, 1998 which are sensitive to changes in interest rates. For debt obligations, the table presents maturities by expected maturity dates together with the weighted average interest rates expected to be paid on the debt, given current contractual terms and market conditions. For fixed rate debt, the weighted average interest rate represents the contractual fixed rates that the Company is obligated to periodically pay on the debt; for variable rate debt, the average interest rate represents the average rates being paid on the debt projected forward proportionate to the forward yield curve for United States treasury securities. For the Canadian dollar denominated financial instruments, the most recent average forward United States dollar to Canadian dollar exchange rate is presented for the readers' information. For interest rate derivatives that the Company is a party to and that are related to the Company's total debt, the notional contractual amounts are presented together with the average rates paid and received by the Company. 40 41 PIONEER NATURAL RESOURCES COMPANY INTEREST RATE SENSITIVITY DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS AS OF DECEMBER 31, 1998
1999 2000 2001 2002 2003 THEREAFTER TOTAL FAIR VALUE -------- ------- ------- -------- -------- ---------- ---------- ---------- (IN THOUSANDS EXCEPT INTEREST AND FOREIGN EXCHANGE RATES) Total Debt: U.S. dollar denominated maturities: Fixed rate debt.......... $ 330 $ -- $ -- $ 1,508 $ 1,447 $932,948 $ 936,233 $ 743,701(1) Weighted average interest rate................... 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% Variable rate debt....... $306,191 $ -- $ -- $932,841 $1,239,032 $1,239,032 Average interest rate.... 5.85% 5.87% 5.89% 5.92% Interest Rate Derivatives Related to Total Debt: U.S. dollar denominated hedge derivatives: Notional amount of interest rate swaps(2)............... $150,000 $ 1,046 Average variable rate paid................... 5.18% Average fixed rate received............... 6.62% Canadian dollar denominated non-hedge derivatives: Notional amount of interest rate cap(3)... $122,436 $ (80) Rate paid when index is below 8%............... 0.28% Average forward U.S. dollar to Canadian dollar exchange rate... 0.6671
- --------------- (1) Excludes $6.8 million of 10 5/8% notes due 2006 and $22.5 million of 11 5/8% notes due 2006 for which fair values were not practicable to derive. (2) $75 million notional amount of the interest rate swaps mature May 7, 1999; $50 million notional amount of the interest rate swaps mature June 4, 1999; and, $25 million notional amount of the interest rate swaps mature June 11, 1999. (3) The Canadian dollar denominated interest rate cap matures August, 1999. FOREIGN EXCHANGE RATE SENSITIVITY. The following table provides information, in United States dollar equivalent amounts, about the Company's derivative financial instruments and other financial instruments that the Company is a party to as of December 31, 1998 and that are sensitive to changes in foreign exchange rates. The table provides information regarding the notional amounts of the Company's Canadian dollar denominated interest rate cap and foreign currency swap derivative contracts, including rates paid and received by the Company and forward currency exchange rates. 41 42 PIONEER NATURAL RESOURCES COMPANY FOREIGN EXCHANGE RATE SENSITIVITY DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS AS OF DECEMBER 31, 1998
1999 2000 2001 2002 2003 THEREAFTER TOTAL FAIR VALUE -------- ------- ------- ------- -------- ---------- -------- ---------- (IN THOUSANDS EXCEPT INTEREST AND FOREIGN EXCHANGE RATES) Non-hedge Interest Rate Derivatives Related to Total Debt: Canadian dollar denominated derivatives: Notional amount of interest rate cap(1).................. $122,436 $122,436 $ (80) Rate paid when index is below 8%........................... 0.28% Average forward U.S. dollar to Canadian dollar exchange rate......................... 0.6671 Non-hedge Foreign Exchange Rate Derivatives: Notional amount of foreign currency swaps(2).............. $ 72,000 $72,000 $144,000 $(15,350) Fixed Canadian to U.S. dollar rate paid...................... 1.3670 1.3606 Average forward Canadian dollar to U.S. dollar exchange rate payable........................ 1.4990 1.4963
- --------------- (1) The Canadian dollar denominated interest rate cap matures August 1999. (2) The foreign exchange rate swaps mature in October and December 2000. COMMODITY PRICE SENSITIVITY. The following table provides information, in United States dollar equivalent amounts, about the Company's derivative financial instruments that the Company is a party to as of December 31, 1998 and that are sensitive to changes in natural gas and crude oil commodity prices. The table segregates hedge derivative contracts from those that do not qualify as hedges. As shown in the table, the Company has entered into swap contracts whereby a fixed price is established for a notional amount of sales volumes. Additionally, the Company has entered into collar contracts that provide a floor price for the Company on a notional amount of sales volumes while allowing some additional price participation for the Company if the relevant index prices close above the floor price. The Company also has entered into collar contracts with short put options that differ from other collar contracts by virtue of the short put option price, below which the Company's realized price will exceed variable market prices by approximately $.30 per MMBtu. The Company's agreement to swap the NYMEX gas price for 10 percent of the NYMEX oil price (the "BTU Swap") was acquired through the merger with Mesa. Under the terms of the BTU Swap, the Company receives 10 percent of the NYMEX oil price and pays the NYMEX gas price on 13,036 notional MMBtu daily volume. See Notes B, C and J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the accounting procedures followed by the Company relative to hedge and non-hedge derivative financial instruments and for specific information regarding the terms of the Company's derivative financial instruments that are sensitive to changes in natural gas and crude oil commodity prices. 42 43 PIONEER NATURAL RESOURCES COMPANY COMMODITY PRICE SENSITIVITY DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS AS OF DECEMBER 31, 1998
1999 2000 2001 2002 2003 THEREAFTER TOTAL FAIR VALUE -------- ------- ------- ------- ------- ---------- ------- ---------- (IN THOUSANDS EXCEPT VOLUMES AND PRICES) Natural Gas Hedge Derivatives(1): Average daily notional MMBtu volumes(2): Swap contracts(3)............. 137,044 35,000 172,044 $ 17,827 Weighted average MMBtu fixed price....................... $ 2.21 $ 2.35 Collar option contracts....... 33,400 33,400 $ 323 Weighted average short call MMBtu ceiling price......... $ 2.56 Weighted average long put MMBtu floor price........... $ 1.91 Collar option contracts with short puts(4)............... 114,286 93,074 207,360 $ 8,398 Weighted average short call MMBtu ceiling price......... $ 2.64 $ 2.75 Weighted average long put MMBtu contingent floor price....................... $ 2.12 $ 2.14 Weighted average short put MMBtu price below which floor becomes variable...... $ 1.82 $ 1.84 Natural Gas non-hedge Derivatives: 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 13,036 78,216 $(15,172) Average forward NYMEX gas prices...................... $ 1.97 $ 2.17 $ 2.25 $ 2.34 $ 2.39 $ 2.45 Average forward NYMEX oil prices...................... $ 13.00 $ 14.75 $ 16.00 $ 16.75 $ 17.45 $ 17.88
- --------------- (1) When necessary, to minimize basis risk the Company enters into 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 J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for hedge volumes and weighted average prices by calendar quarter for 1999 and 2000. (3) Certain counterparties to the 1999 and 2000 swap contracts have the contractual right to extend 35,000 MMBtu per day for one additional year at prices of $2.40 and $2.41 per MMBtu, respectively. (4) 65,000 MMBtu per day of the 1999 collar option contracts with short puts are extendable at the option of the counterparties for a period of one year at average per MMBtu prices of $2.79, $2.18 and $1.88 for the short call, long put and short put, respectively. 75,000 MMBtu per day of the 2000 collar option contracts with short puts are extendable at the option of the counterparties at average per MMBtu prices of $2.90, $2.20 and $1.90 for the short call, long put and short put, respectively. OTHER PRICE SENSITIVITY. The following table provides information about the Company's investment in common stock of Costilla Energy Inc. ("Costilla"). The Company acquired three million shares of Costilla in partial payment of the option fees associated with the irrevocable option sold to Costilla in December 1998, the terms of which allow Costilla to acquire certain assets of the Company. Costilla has the option of repurchasing its common shares from the Company, prior to May 31, 1999, for an aggregate purchase price of $13 million. See Trends and Uncertainties -- Asset Dispositions included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion with specific information regarding the irrevocable option agreement sold to Costilla. 43 44 PIONEER NATURAL RESOURCES COMPANY OTHER PRICE SENSITIVITY DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS AS OF DECEMBER 31, 1998
1999 2000 2001 2002 2003 THEREAFTER TOTAL FAIR VALUE ------ ------ ------ ------ ------ ---------- ----- ---------- (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Total Marketable Securities: Common shares of Costilla Energy Inc.... 3,000 3,000 $12,000 Market value per share of Costilla Energy Inc. common stock on December 31, 1998.............................. $ 4.00 Option Sold: Option to purchase 3 million shares of Costilla Energy Inc. common stock from the Company for $13 million: Total option shares................. 3,000 3,000 (1) Option price per share.............. $ 4.25 Market value per share of Costilla Energy Inc. common stock on December 31, 1998................. $ 4.00
- --------------- (1) Determination of fair value not practicable. QUALITATIVE DISCLOSURES NON-DERIVATIVE FINANCIAL INSTRUMENTS. The Company is a borrower under fixed rate and variable rate debt instruments that give rise to interest rate and foreign exchange rate risk. The Company's objective in borrowing under fixed or variable rate debt is to satisfy capital requirements while minimizing the Company's costs of capital. To realize its objectives, the Company borrows under fixed and variable rate debt instruments, based on the availability of capital, market conditions and hedge opportunities. See Note E of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for a discussion relative to the Company's debt instruments. The Company received three million shares of Costilla common stock in partial payment of the fees associated with an irrevocable option sold to Costilla to purchase certain oil and gas properties of the Company prior to April 1, 1999. The Company purchased the Costilla common shares as an accommodation of the larger transaction with Costilla involving the contemplated sale of certain of the Company's oil and gas properties. The Company did not purchase the Costilla shares for trading purposes, although the Company has the option of selling the shares to a third party if Costilla does not repurchase them. Costilla has the contractual right to repurchase the shares prior to May 31, 1999, for an aggregate purchase price of $13 million, or $4.25 per share. The Company does not normally, nor does it contemplate, investing in marketable securities for trading purposes. DERIVATIVE FINANCIAL INSTRUMENTS. The Company has entered into interest rate, foreign exchange rate and commodity price derivative contracts to hedge interest rate, foreign exchange rate and commodity price risks. Although the Company has succeeded Mesa and Chauvco as a party to interest rate, foreign exchange rate and commodity price derivative contracts that do not qualify as hedges, the Company's policy is not to enter into derivative contracts for trading purposes. Crude oil hedge derivatives All material purchase contracts governing the Company's oil production are tied directly or indirectly to NYMEX prices. As a result, from time to time the Company hedges its oil production using contracts tied to the NYMEX prices. The average oil prices per Bbl that the Company reports include the effects of oil quality, gathering and transportation costs and the net effect of the oil hedges. As of December 31, 1998, the Company was not a party to any crude oil hedge derivatives. 44 45 Natural gas liquids hedge derivatives The Company from time to time hedges natural gas liquids based on actual production prices in order to mitigate some of the volatility associated with NYMEX pricing. As of December 31, 1998, the Company was not a party to natural gas liquids derivatives. Natural gas hedge derivatives The Company employs a policy of hedging a portion of its 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. As of December 31, 1998, the Company has hedged a portion of its gas price risk with swap contracts that establish a fixed floor price for a notional amount of sales volume; collar contracts that provide a fixed floor price but allow the Company to participation, within a contractual range, in index prices if they close above the contractual floor price; and, collar contracts with short put options, the terms of which are similar to collar contracts except that the Company's floor price on a notional sales volume becomes variable, at an above market differential, if market prices fall below the short put index price. The average gas prices 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. Non-hedge derivatives As of December 31, 1998, the Company, through its merger with Mesa and acquisition of Chauvco, is a party to the Canadian denominated interest rate cap agreement, foreign exchange rate swaps and the BTU Swap that are described more fully in Quantitative Disclosures, above, and Note J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data". These financial instruments do not qualify as hedges of interest rate, foreign exchange rate or commodity price risk. The Company has a policy and strategy, as of December 31, 1998, to only enter into interest rate, foreign exchange rate or commodity price derivative instruments that qualify as hedges of its existing interest rate, foreign exchange rate or commodity price risks. The Company's derivative instruments that were initiated by Mesa and Chauvco will be allowed to mature by their terms unless the Company encounters an opportunity, under terms more favorable than are presently available, to terminate the contracts prior to their contractual maturities. See Notes B, C and J of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for further discussions relative to the Company's objectives and general strategies associated with its hedge instruments. As of December 31, 1998, the Company's primary risk exposures associated with financial instruments to which it is a party include natural gas and crude oil price volatility, interest rate volatility and Canadian dollar to United States dollar foreign exchange rate volatility. The Company's primary risk exposures associated with financial instruments have not changed significantly since December 31, 1997. 45 46 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE ---- Consolidated Financial Statements of Pioneer Natural Resources Company: Independent Auditors' Reports............................. 47 Consolidated Balance Sheets as of December 31, 1998 and 1997................................................... 49 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31,1998, 1997 and 1996.......................................... 50 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1998, 1997 and 1996........... 51 Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and 1996....................... 52 Notes to Consolidated Financial Statements................ 53 Unaudited Supplementary Information....................... 88
46 47 INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders Pioneer Natural Resources Company: We have audited the accompanying consolidated balance sheet of Pioneer Natural Resources Company and subsidiaries as of December 31, 1998, and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pioneer Natural Resources Company and subsidiaries at December 31, 1998, and the consolidated results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Ernst & Young LLP Dallas, Texas February 2, 1999, except for Note E as to which the date is March 19, 1999 47 48 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Pioneer Natural Resources Company: We have audited the consolidated balance sheet of Pioneer Natural Resources Company and subsidiaries as of December 31, 1997, and the related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows for the years ended December 31, 1997 and 1996. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pioneer Natural Resources Company and subsidiaries as of December 31, 1997, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 1997, in conformity with generally accepted accounting principles. KPMG LLP Midland, Texas February 13, 1998 48 49 PIONEER NATURAL RESOURCES COMPANY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) ASSETS
DECEMBER 31, ------------------------ 1998 1997 ----------- ---------- Current assets: Cash and cash equivalents................................. $ 59,221 $ 71,713 Accounts receivable: Trade, net............................................. 33,384 75,432 Affiliates............................................. 3,657 -- Oil and gas sales...................................... 73,479 116,500 Inventories............................................... 15,221 13,576 Deferred income taxes..................................... 7,100 16,900 Other current assets...................................... 9,926 14,067 ----------- ---------- Total current assets.............................. 201,988 308,188 ----------- ---------- Property, plant and equipment, at cost: Oil and gas properties, using the successful efforts methods of accounting: Proved properties...................................... 3,621,630 3,575,971 Unproved properties.................................... 342,589 545,074 Accumulated depletion, depreciation and amortization...... (930,111) (605,203) ----------- ---------- 3,034,108 3,515,842 ----------- ---------- Deferred income taxes....................................... 96,800 206,400 Other property and equipment, net........................... 55,010 44,017 Other assets, net........................................... 93,408 78,543 ----------- ---------- $ 3,481,314 $4,152,990 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt...................... $ 306,521 $ 5,791 Accounts payable: Trade.................................................. 94,937 176,697 Affiliates............................................. 4,492 9,994 Accrued interest payable.................................. 33,194 13,697 Other current liabilities................................. 87,688 55,373 ----------- ---------- Total current liabilities......................... 526,832 261,552 ----------- ---------- Long-term debt, less current maturities..................... 1,868,744 1,943,718 Other noncurrent liabilities................................ 232,461 180,275 Deferred income taxes....................................... 64,200 218,600 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; 100,833,615 and 101,037,562 shares issued at December 31, 1998 and 1997, respectively............ 1,008 1,010 Additional paid-in capital................................ 2,347,996 2,359,992 Treasury stock, at cost; 537,392 and 591 shares at December 31, 1998 and 1997, respectively............... (10,388) (21) Unearned compensation..................................... -- (16,196) Retained deficit.......................................... (1,552,442) (795,940) Accumulated other comprehensive income (loss): Cumulative translation adjustment...................... 2,903 -- ----------- ---------- Total stockholders' equity........................ 789,077 1,548,845 Commitments and contingencies ----------- ---------- $ 3,481,314 $4,152,990 =========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 49 50 PIONEER NATURAL RESOURCES COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, ----------------------------------- 1998 1997 1996 ---------- ----------- -------- Revenues: Oil and gas............................................ $ 711,492 $ 536,782 $396,931 Natural gas processing................................. -- -- 23,814 Interest and other..................................... 10,452 4,278 17,458 Gain (loss) on disposition of assets, net.............. (445) 4,969 97,140 ---------- ----------- -------- 721,499 546,029 535,343 ---------- ----------- -------- Costs and expenses: Oil and gas production................................. 223,551 144,170 110,334 Natural gas processing................................. -- -- 12,528 Depletion, depreciation and amortization............... 337,308 212,435 112,134 Impairment of oil and gas properties................... 459,519 1,356,390 -- Exploration and abandonments........................... 121,858 77,160 23,030 General and administrative............................. 73,000 48,763 28,363 Reorganization......................................... 33,199 -- -- Interest............................................... 164,285 77,550 46,155 Other.................................................. 39,605 7,124 2,451 ---------- ----------- -------- 1,452,325 1,923,592 334,995 ---------- ----------- -------- Income (loss) before income taxes and extraordinary item................................................... (730,826) (1,377,563) 200,348 Income tax benefit (provision)........................... (15,600) 500,300 (60,100) ---------- ----------- -------- Income (loss) before extraordinary item.................. (746,426) (877,263) 140,248 Extraordinary item -- loss on early extinguishment of debt, net of tax....................................... -- (13,408) -- ---------- ----------- -------- Net income (loss)........................................ (746,426) (890,671) 140,248 Other comprehensive income (loss): Currency translation adjustment........................ 2,903 -- (3,303) ---------- ----------- -------- Comprehensive income (loss).............................. $ (743,523) $ (890,671) $136,945 ========== =========== ======== Income (loss) per share: Basic: Income (loss) before extraordinary item............. $ (7.46) $ (16.88) $ 3.95 Extraordinary item.................................. -- (.26) -- ---------- ----------- -------- Net income (loss)................................... $ (7.46) $ (17.14) $ 3.95 ========== =========== ======== Diluted: Income (loss) before extraordinary item............. $ (7.46) $ (16.88) $ 3.47 Extraordinary item.................................. -- (.26) -- ---------- ----------- -------- Net income (loss)................................... $ (7.46) $ (17.14) $ 3.47 ========== =========== ======== Dividends declared per share............................. $ .10 $ .10 $ .10 ========== =========== ======== Weighted average shares outstanding...................... 100,055 51,973 35,475 ========== =========== ========
The accompanying notes are an integral part of these consolidated financial statements. 50 51 PIONEER NATURAL RESOURCES COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS)
ACCUM. OTHER ADDITIONAL UNEARNED RETAINED COMPREHENSIVE TOTAL COMMON PAID-IN TREASURY COMPEN- EARNINGS INCOME STOCKHOLDERS' STOCK CAPITAL STOCK SATION (DEFICIT) (LOSS) EQUITY ------ ---------- -------- -------- ----------- ------------- ------------- Balance at January 1, 1996...... $ 364 $ 452,718 $ (6,844) $ (2,055) $ (36,491) $ 3,303 $ 410,995 Exercise of long-term incentive plan stock options............ 5 6,899 -- -- -- -- 6,904 Restricted shares awarded....... -- 1,091 -- (1,199) -- -- (108) Restricted shares forfeited..... -- (35) (13) 48 -- -- -- Tax benefits related to stock and option awards............. -- 2,200 -- -- -- -- 2,200 Purchase of treasury stock...... -- -- (24,671) -- -- -- (24,671) Amortization of unearned compensation.................. -- -- -- 1,581 -- -- 1,581 Net income...................... -- -- -- -- 140,248 -- 140,248 Dividends ($.10 per share)...... -- -- -- -- (3,550) -- (3,550) Other comprehensive income (loss): Currency translation adjustment.................. -- -- -- -- -- (3,303) (3,303) ------ ---------- -------- -------- ----------- ------- ---------- Balance at December 31, 1996.... 369 462,873 (31,528) (1,625) 100,207 -- 530,296 ------ ---------- -------- -------- ----------- ------- ---------- Common stock issued: Acquisition of MESA, Inc...... 318 982,248 -- -- -- -- 982,566 Acquisition of Chauvco Resources, Ltd.............. 249 688,081 -- -- -- -- 688,330 Acquisition of properties..... 16 44,857 -- -- -- -- 44,873 Exercise of long-term incentive plan stock options............ 5 11,591 -- -- -- -- 11,596 Cancellation of treasury shares........................ (19) (34,441) 34,460 -- -- -- -- Exchange of preferred shares for common shares................. 67 182,909 -- -- -- -- 182,976 Restricted shares awarded....... 5 18,974 -- (18,079) -- -- 900 Tax benefits related to stock and option awards............. -- 2,900 -- -- -- -- 2,900 Purchase of treasury stock...... -- -- (2,953) -- -- -- (2,953) Amortization of unearned compensation.................. -- -- -- 3,508 -- -- 3,508 Net loss........................ -- -- -- -- (890,671) -- (890,671) Dividends ($.10 per share)...... -- -- -- -- (5,476) -- (5,476) ------ ---------- -------- -------- ----------- ------- ---------- Balance at December 31, 1997.... 1,010 2,359,992 (21) (16,196) (795,940) -- 1,548,845 ------ ---------- -------- -------- ----------- ------- ---------- Common stock issued in settlement of litigation...... -- 342 -- -- -- -- 342 Reduction in common stock issued for acquisition of Chauvco Resources Ltd................. (4) (11,094) -- -- -- -- (11,098) Exercise of long-term incentive plan stock options............ -- 3 -- -- -- -- 3 Restricted shares awarded....... 2 3,053 -- (493) -- -- 2,562 Tax provision related to stock and option awards............. -- (4,300) -- -- -- -- (4,300) Purchase of treasury stock...... -- -- (10,367) -- -- -- (10,367) Amortization of unearned compensation.................. -- -- -- 16,689 -- -- 16,689 Net loss........................ -- -- -- -- (746,426) -- (746,426) Dividends ($.10 per share)...... -- -- -- -- (10,076) -- (10,076) Other comprehensive income (loss): Currency translation adjustment.................. -- -- -- -- -- 2,903 2,903 ------ ---------- -------- -------- ----------- ------- ---------- Balance at December 31, 1998.... $1,008 $2,347,996 $(10,388) $ -- $(1,552,442) $ 2,903 $ 789,077 ====== ========== ======== ======== =========== ======= ==========
The accompanying notes are an integral part of these consolidated financial statements. 51 52 PIONEER NATURAL RESOURCES COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
YEAR ENDED DECEMBER 31, ---------------------------------- 1998 1997 1996 --------- ---------- --------- Cash flows from operating activities: Net income (loss)....................................... $(746,426) $ (890,671) $ 140,248 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion, depreciation and amortization............. 337,308 212,435 112,134 Impairment of oil and gas properties................. 459,519 1,356,390 -- Exploration expenses, including dry holes............ 92,311 63,288 17,262 Deferred income taxes................................ 18,600 (501,300) 57,400 Gain (loss) on disposition of assets, net............ 445 (4,969) (97,140) Loss on early extinguishment of debt, net of tax..... -- 13,408 -- Other noncash items.................................. 66,300 18,886 (1,360) Change in operating assets and liabilities, net of effects from acquisitions and dispositions: Accounts receivable.................................. 85,413 (39,774) (2,674) Inventories.......................................... 2,714 (5,941) 1,842 Other current assets................................. 30 (1,913) (32) Accounts payable..................................... (29,800) 27,138 (656) Other current liabilities............................ 27,662 (18,768) 3,082 --------- ---------- --------- Net cash provided by operating activities....... 314,076 228,209 230,106 --------- ---------- --------- Cash flows from investing activities: Payment for acquisitions, net of cash acquired.......... -- (15,490) -- Proceeds from disposition of wholly-owned subsidiaries, net of cash disposed................................. -- -- 183,181 Proceeds from disposition of assets..................... 21,876 115,735 58,370 Additions to oil and gas properties..................... (507,337) (428,640) (219,394) Other property additions, net........................... (31,546) (12,783) (8,428) --------- ---------- --------- Net cash provided by (used in) investing activities.................................... (517,007) (341,178) 13,729 --------- ---------- --------- Cash flows from financing activities: Borrowings under long-term debt......................... 947,180 821,148 782 Principal payments on long-term debt.................... (711,524) (648,208) (222,157) Payments of other noncurrent liabilities................ (17,091) (7,740) (2,642) Deferred loan fees/issuance costs....................... (7,189) (2,396) (20) Dividends............................................... (10,076) (5,476) (3,550) Purchase of treasury stock.............................. (10,367) (2,953) (24,671) Exercise of long-term incentive plan stock options...... -- 11,596 6,904 --------- ---------- --------- Net cash provided by (used in) financing activities.................................... 190,933 165,971 (245,354) --------- ---------- --------- Net increase (decrease) in cash and cash equivalents...... (11,998) 53,002 (1,519) Effect of exchange rate changes on cash and cash equivalents............................................. (494) -- 290 Cash and cash equivalents, beginning of year.............. 71,713 18,711 19,940 --------- ---------- --------- Cash and cash equivalents, end of year.................... $ 59,221 $ 71,713 $ 18,711 ========= ========== =========
The accompanying notes are an integral part of these consolidated financial statements. 52 53 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 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 was formed by the merger of Parker & Parsley Petroleum Company ("Parker & Parsley") and MESA Inc. ("Mesa") on August 7, 1997. The Company was significantly expanded by the subsequent acquisition of the Canadian and Argentine oil and gas business of Chauvco Resources Ltd. ("Chauvco"), a publicly traded independent oil and gas company based in Calgary, Canada, on December 18, 1997. 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. In accordance with the provisions of Accounting Principles Board Opinion No. 16, "Business Combinations" ("APB 16"), both the merger with Mesa and the acquisition of Chauvco have been accounted for as purchases by the Company (formerly Parker & Parsley). As a result, the historical financial statements for the Company are those of Parker & Parsley prior to August 1997; for the period from August 1997 through December 31, 1997, the historical financial statements for the Company reflect the above described merger of Parker & Parsley and Mesa; and, as of December 31, 1997, the financial statements for the Company include the addition of the acquired assets and liabilities of Chauvco. NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries since their acquisition or formation and the Company's interest in the affiliated oil and gas partnerships for which it serves as general partner through certain of its wholly-owned subsidiaries. Investments in less than majority-owned subsidiaries where the Company has the ability to exercise significant influence over the investee's operations are accounted for by the equity method; otherwise, they are accounted for at cost. The Company proportionately consolidates less than 100 percent-owned oil and gas partnerships in accordance with industry practice. The Company owns less than a 20 percent interest in the oil and gas partnerships that it proportionately consolidates. All material intercompany balances and transactions have been eliminated. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. Preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH EQUIVALENTS. For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand and depository accounts held by banks. INVENTORIES. Inventories consist of lease and well equipment which are carried at the lower of cost or market, on a first-in first-out basis. OIL AND GAS PROPERTIES. The Company utilizes the successful efforts method of accounting for its oil and gas properties as promulgated by Statement of Financial Accounting Standards No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies" ("SFAS 19"). Under this method, all costs associated with productive wells and nonproductive development wells are capitalized while nonproductive exploration costs are expensed. The Company capitalizes interest on expenditures for significant development projects until such time as operations commence. 53 54 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 Capitalized costs relating to proved properties are depleted using the unit-of-production method based on proved reserves as estimated by the Company's engineers. Costs of significant nonproducing properties, wells in the process of being drilled and development projects are excluded from depletion until such time as the related project is developed and proved reserves are established or impairment is determined. Capitalized costs of individual properties sold or abandoned are charged to accumulated depletion, depreciation and amortization. Proceeds from sales of individual properties are credited to property costs. No gain or loss is recognized until the entire amortization base is sold. If significant, the Company accrues the estimated future costs to plug and abandon wells under the unit-of-production method. The charge, if any, is reflected in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) as abandonment expense while the liability is reflected in the accompanying Consolidated Balance Sheets as other liabilities. Plugging and abandonment liabilities assumed in a business combination accounted for as a purchase are recorded at fair value. At December 31, 1998, and 1997, the Company has plugging and abandonment liabilities of $44.5 million and $35.9 million, respectively. Unproved oil and gas properties that are individually significant are periodically assessed for impairment by comparing their cost to their estimated value on a project-by-project basis. The estimated value is affected by the results of exploration activities, commodity price outlooks, planned future sales or expiration of all or a portion of such projects. If the quantity of potential reserves determined by such evaluations are not sufficient to fully recover the cost invested in each project, the Company will recognize a loss at the time of impairment by providing an impairment allowance. The remaining unproved oil and gas properties are aggregated and an overall impairment allowance is provided based on the Company's historical experience. IMPAIRMENT OF LONG-LIVED ASSETS. In accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), the Company reviews its long-lived assets to be held and used, including oil and gas properties accounted for under the successful efforts method of accounting, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected future cash flows is less than the carrying amount of the assets. In this circumstance, the Company recognizes an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. NATURAL GAS PROCESSING FACILITIES. Through December 31, 1996, the Company depreciated its gas processing, gathering and transmission facilities and equipment on a straight-line basis over the estimated useful lives of the assets, which ranged from 14 to 21 years. Capitalized costs relating to gas contracts, representing the right to extract liquids and gas, were amortized on a plant-by-plant basis using the unit-of-production method over the lives of gas reserves expected to be processed through the facility, as estimated by the Company's engineers. Upon disposition of a natural gas processing facility, the cost and related accumulated depreciation and amortization was eliminated from the accounts and any gain or loss was included in results of operations. In 1997, the Company began accounting for its natural gas processing facilities activities as part of its oil and gas properties for financial reporting purposes. During 1998 and 1997, all revenues and expenses derived from third party gas volumes processed through the Company's natural gas processing facilities are reported as components of oil and gas production costs, and the capitalized costs of natural gas processing facilities are included in proved oil and gas properties and depleted using the unit-of-production method. TREASURY STOCK. Treasury stock purchases are recorded at cost. Upon reissuance, the cost of treasury shares held is reduced by the average purchase price per share of the aggregate treasury shares held. 54 55 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 INCOME TAXES. The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Additionally, in accordance with SFAS 109, the Company assesses the likelihood of whether some portion or all of its recognized deferred tax assets will not be realized in future operating periods. If such assessments determine that it is more likely than not that some portion of deferred tax assets will not ultimately be realized, the Company establishes a deferred tax asset valuation allowance to reduce the carrying value of its deferred tax assets. Such allowances are recognized in the Company's Consolidated Balance Sheets as reductions to deferred tax assets and, during the operating periods in which the allowances are established, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) as components of income tax benefit (provision). The Company and its eligible subsidiaries file a consolidated U.S. federal income tax return. Certain subsidiaries that are consolidated for financial reporting purposes are not eligible to be included in the consolidated U.S. federal income tax return and separate provisions for income taxes have been determined for these entities or groups of entities. INCOME (LOSS) PER SHARE. In accordance with the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), basic net income (loss) per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. The computation of diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For 1998 and 1997, the computation of diluted net loss per share was antidilutive; therefore, the amounts reported for basic and diluted net loss per share were the same. The computation of diluted net income per share for the year ended December 31, 1996 assumes conversion of the Company's 6 1/4% Cumulative Guaranteed Monthly Income Convertible Preferred Shares ("Preferred Shares") which increased the weighted average number of shares outstanding to 42.6 million. COMPREHENSIVE INCOME (LOSS). In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130"). SFAS 130 established standards for the reporting and display of comprehensive income or loss and its components in a full set of financial statements. Comprehensive income or loss is determined as net income or loss plus "other comprehensive income or loss" items that under generally accepted accounting principles are excluded from net income or loss. The Company's only item of other comprehensive income or loss are translation adjustments arising from the translation of the financial statements of non-United States subsidiary entities, whose functional currency is not United States dollars, to United States dollars. Accordingly, the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) report and display comprehensive income or loss for each period presented. ENVIRONMENTAL. The Company is subject to extensive federal, state, local and foreign environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures 55 56 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 of a noncapital nature are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated. Such liabilities are generally undiscounted unless the timing of cash payments for the liability are fixed or reliably determinable. The Company believes that the costs for compliance with current environmental laws and regulations have not had and will not have a material effect on the Company's financial position or results of operations. REVENUE RECOGNITION. The Company uses the entitlements method of accounting for crude oil and natural gas revenues. Sales proceeds in excess of the Company's entitlement are included in other liabilities and the Company's share of sales taken by others is included in other assets in the accompanying Consolidated Balance Sheets. As of December 31, 1998 and 1997, such entitlement assets totaled $38.2 million and $49.2 million, respectively. Entitlement liabilities totaled $20.6 million and $20.2 million at December 31, 1998 and 1997, respectively. STOCK-BASED COMPENSATION. The Company accounts for employee stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). Accordingly, the Company has only adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). See Note G for the pro forma disclosures of compensation expense determined under the fair-value provisions of SFAS 123. HEDGING. The financial instruments that the Company accounts for as hedging contracts must meet the following criteria: the hedging contract must be an asset, liability or forecasted transaction that exposes the Company to price, interest rate or foreign exchange rate risk that is not offset in another asset or liability, the hedging contract must reduce that price, interest rate or foreign exchange rate risk, and the instrument must be designated as a hedge at the inception of the contract and throughout the hedge period. In order to qualify as a hedge, there must be clear correlation between changes in the fair value of the financial instrument and the fair value of the hedged asset, liability or forecasted transaction, such that changes in the market value of the financial instrument will be offset by the effect of price, interest rate or foreign exchange rate changes on the exposed items. Gains or losses realized from financial instruments that qualify as hedges are deferred as assets or liabilities in the accompanying Consolidated Balance Sheets until the underlying hedged asset, liability or transaction monetizes, matures or is otherwise recognized under generally accepted accounting principles. Hedge gains or losses that are recognized in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) are classified as components of the commodity prices, interest or foreign exchange rates that the financial instruments hedge. Derivative financial instruments that do not qualify as hedges are marked-to-market and recorded as assets or liabilities in the accompanying Consolidated Balance Sheets. Changes in the fair values of such instruments are recognized as other income or other expense in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) during the periods in which their fair values change. See Note J for a description of the specific types of derivative transactions in which the Company participates. FOREIGN CURRENCY TRANSLATION. The financial statements of non-United States entities, whose functional currency is not United States dollars, are translated to United States dollars as follows: all assets and liabilities at year-end exchange rates; revenues, costs and expenses at average exchange rates. Gains and losses from translating non-United States balances are recorded directly in stockholders' equity. Foreign currency transaction gains and losses are included in net income (loss). 56 57 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 A summary of the exchange rates used in the preparation of these consolidated financial statements appear below:
DECEMBER 31, --------------------- 1998 1997 1996 ----- ----- ----- Canadian Dollar conversion to U.S. Dollar -- Balance sheet..................................................... .6534.. .6997 N/A Canadian Dollar conversion to U.S. Dollar -- Statement of operations................................................ .6740 N/A N/A Australian Dollar conversion to U.S. Dollar -- Statement of operations................................................ N/A N/A.. .7562
RECLASSIFICATIONS. Certain reclassifications have been made to the 1997 and 1996 amounts to conform to the 1998 presentations. NOTE C. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 1998 and 1997:
1998 1997 ----------------------- ----------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE ---------- ---------- ---------- ---------- (IN THOUSANDS) Financial assets: Cash and cash equivalents.................. $ 59,221 $ 59,221 $ 71,713 $ 71,713 Investments in a non-affiliated entity..... 12,000 12,000 -- -- Financial liabilities: Long-term debt: Practicable to estimate fair value: Lines of credit and term note......... 1,239,032 1,239,032 1,608,980 1,608,980 8 7/8% senior notes due 2005.......... 150,000 144,108 150,000 170,025 8 1/4% senior notes due 2007.......... 149,414 137,826 149,345 166,950 6 1/2% senior notes due 2008.......... 348,418 284,442 -- -- 7 1/5% senior notes due 2028.......... 249,908 177,325 -- -- Not practicable to estimate fair value: Other long term debt.................. 38,493 -- 41,184 -- Derivative financial instruments, including off balance sheet instruments (see Note J): Interest rate agreements................ (80) 966 2,100 2,704 Foreign currency agreements............. (15,350) (15,350) (7,438) (7,438) Commodity price hedges.................. (41) 26,548 (689) 12,061 BTU swap agreement...................... (15,172) (15,172) (6,893) (6,893)
CASH AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE, OTHER CURRENT ASSETS, ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES. The carrying amounts approximate fair value due to the short maturity of these instruments. INVESTMENT IN A NON-AFFILIATED ENTITY. At December 31, 1998, the Company had an equity investment in a closely-held non-affiliated entity. The fair value of this investment was estimated using quoted market prices. LONG-TERM DEBT. The carrying amount of borrowings outstanding under the Company's line of credit (see Note E for definitions and descriptions of each) approximates fair value because these instruments bear 57 58 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 interest at rates tied to current market rates. The fair values of each of the senior note issuances were based on quoted market prices for each of these issues. It was not practicable to estimate the fair value of certain of the long-term debt obligations because quoted market prices are not available and the Company does not have a current borrowing rate which could be used as a comparable rate for the stated maturities of the obligations. INTEREST RATE SWAP AGREEMENTS. At December 31, 1998 and 1997, the Company had outstanding five interest rate swap agreements with an aggregate notional amount of $150 million and one interest rate cap agreement denominated in Canadian dollars with a notional amount of $80 million Canadian dollars. In addition to the agreements above, at December 31, 1997, the Company had outstanding one interest rate swap agreement with a notional amount of $250 million and one cross-currency interest swap with a notional amount of $60 million. These are more fully described in Note J. The fair values of each of the open interest rate swap agreements were obtained from quotes by the respective counterparties and represent the estimated net amount the Company would receive or pay upon termination of the agreements as of December 31 of each of the respective years, taking into consideration interest rates at that time. FOREIGN CURRENCY AGREEMENTS. At December 31, 1998 and 1997, the Company had two foreign exchange swap agreements with an aggregate remaining notional amount of $144 million and $216 million as of December 31, 1998 and 1997, respectively. These are more fully described in Note J. The fair values of these agreements were obtained from quotes from the counterparty and represent the amounts that the Company would have paid upon termination of the agreements at December 31, of the respective years, based upon the spot and forward foreign currency exchange rates existing in the market at those times. COMMODITY PRICE HEDGES. The fair values of commodity price hedges outstanding at December 31, 1998 and 1997 were obtained from quotes provided by the individual counterparties for each agreement and represent the amount the Company would be able to receive or required to pay to liquidate the hedges as of December 31 of each of the respective years. BTU SWAP AGREEMENTS. The fair value of the Btu swap agreements outstanding at December 31, 1998 and 1997 were obtained from quotes provided by the counterparty to these agreements and represent the amount the Company would have been required to pay to liquidate the agreements as of December 31, for each of the respective years, based upon the market price for oil and gas as specified in the agreements. 58 59 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 NOTE D. ACQUISITIONS During August 1997, Parker & Parsley completed a merger with Mesa that resulted in the creation of the Company. The transaction was accounted for as a purchase of Mesa by Parker & Parsley in accordance with APB 16. In December 1997, the Company acquired the Canadian and Argentine oil and gas business of Chauvco, which was also accounted for as a purchase by the Company. These transactions were accomplished through the issuance of common stock of the Company to Mesa and Chauvco shareholders (31,782,263 shares and 24,515,179 shares, respectively). The aggregate purchase consideration for assets acquired and liabilities assumed from Mesa and Chauvco was $991.0 million and $721.4 million, respectively. The following table represents the allocation of the total purchase price of Mesa and Chauvco to the acquired assets and liabilities based upon the fair values assigned to each of the significant assets acquired and liabilities assumed.
ALLOCATION OF AGGREGATE PURCHASE CONSIDERATION ------------------------ MESA CHAUVCO ----------- ---------- (IN THOUSANDS) Net working capital......................................... $ 4,438 $ (20,191) Property, plant and equipment............................... 2,530,114 1,125,256 Other assets................................................ 40,821 65,922 Long-term debt.............................................. (1,191,038) (234,709) Other non-current liabilities, including deferred taxes..... (393,365) (214,919) ----------- ---------- $ 990,970 $ 721,359 =========== ========== Common Stock consideration.................................. $ 982,566 $ 677,232 Transaction costs........................................... 8,404 7,890 Notes payable............................................... -- 36,237 ----------- ---------- Aggregate purchase consideration............................ $ 990,970 $ 721,359 =========== ==========
The liabilities assumed include amounts recorded for litigation and certain other pre-acquisition contingencies of Mesa and Chauvco. In December 1997, the Company completed an acquisition of assets in the East Texas Basin from American Cometra, Inc. ("ACI") and Rockland Pipeline Co. ("Rockland"), both subsidiaries of Electrafina S.A. of Belgium ("America Cometra Acquisition"). The total consideration paid was approximately $130 million, consisting of $85 million in cash and 1.6 million shares of the Company's common stock. The Company acquired ACI's producing wells, acreage, seismic data, royalties and mineral interests, and Rockland's gathering system pipeline and gas processing plant in the East Texas Basin. PRO FORMA RESULTS OF OPERATIONS. The following table reflects the pro forma results of operations as though the merger with Mesa, the acquisition of Chauvco, the 1996 sale of certain wholly-owned subsidiaries and the 1996 sale of certain non-strategic domestic assets occurred on January 1, 1996. The pro forma results of operations of the America Cometra Acquisition are not presented as they are not material to the consolidated financial statements of the Company.
YEAR ENDED DECEMBER 31, ------------------------ 1997 1996 ----------- ---------- (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) Revenues.................................................... $ 909,564 $959,208 Income (loss) before extraordinary item..................... $(931,784) $ 48,717 Income (loss) per share before extraordinary item........... $ (9.42) $ .49
59 60 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 NOTE E. LONG-TERM DEBT Long-term debt consists of the following:
DECEMBER 31, ----------------------- 1998 1997 ---------- ---------- (IN THOUSANDS) Lines of credit and term note............................... $1,249,984 $1,608,980 8 7/8% senior notes due 2005................................ 150,000 150,000 8 1/4% senior notes due 2007 (net of discount).............. 149,414 149,345 6 1/2% senior notes due 2008 (net of discount).............. 348,418 -- 7 1/5% senior notes due 2028 (net of discount).............. 249,908 -- Other....................................................... 27,541 41,184 ---------- ---------- 2,175,265 1,949,509 Less current maturities..................................... 306,521 5,791 ---------- ---------- $1,868,744 $1,943,718 ========== ==========
Maturities of long-term debt at December 31, 1998 are as follows (in thousands): 1999........................................................ $306,521 2000........................................................ $ -- 2001........................................................ $ -- 2002........................................................ $934,349 2003........................................................ $ 1,447 Thereafter.................................................. $932,948
LINES OF CREDIT AND TERM NOTE. On August 7, 1997, the successor to Parker & Parsley and Mesa Operating Company, Pioneer Natural Resources USA, Inc. ("Pioneer USA") (the "Borrower"), entered into two credit facility agreements ("Credit Facility Agreements") with a syndicate of banks (the "Banks") that refinanced the credit facilities of Parker & Parsley and Mesa. On December 18, 1997, the Company amended and restated the Credit Facility Agreements to substitute the Company as the Borrower in place of Pioneer USA. One Credit Facility Agreement (the "Primary Facility") provides for a $1.075 billion credit facility. On December 31, 1998, the Company had $993.6 million of outstanding borrowings under the Primary Facility. The maturity date for the Primary Facility is August 7, 2002. The second Credit Facility Agreement (the "364-day Facility") provided for a $300 million credit facility with a current maturity date of August 5, 1999. On June 29, 1998, the Company and the Banks executed an amendment that reduced the commitment under the 364-day Facility to $85 million. At December 31, 1998, the Company did not have any borrowings outstanding on the 364-day Facility. Also, on December 18, 1997, the Company refinanced all of Chauvco's outstanding debt by establishing a $290 million Canadian credit facility ("Canadian Facility"). During the fourth quarter of 1998, the outstanding borrowings under the Canadian Facility converted to a $276.0 million term loan that matures on December 19, 2003, under which the borrower is Pioneer Natural Resources Canada Inc., and the Company and certain of its subsidiaries (not including Pioneer USA) provide guarantees. On December 31, 1998, the Company had $276.0 million of outstanding term loan borrowings under the Canadian Facility. Advances on both Credit Facility Agreements bear interest, at the Borrower's option, based on (a) the prime rate of NationsBank of Texas, N.A. ("Prime Rate") (7.75 percent at December 31, 1998), (b) a Eurodollar rate (substantially equal to the London Interbank Offered Rate ("LIBOR")), adjusted for the reserve requirement as determined by the Board of Governors of the Federal Reserve System with respect to transactions in Eurocurrency liabilities ("LIBOR Rate"), or (c) a competitive bid rate as quoted by the 60 61 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 lending banks electing to participate pursuant to a request by the Borrower. Advances that are LIBOR Rate have periodic maturities, at the Borrower's option, of one, two, three, six, nine or twelve months. Advances that are competitive bid rate have periodic maturities, at the Borrower's option, of not less than 15 days nor more than 360 days. The interest rates on the LIBOR Rate advances vary, with the interest rate margin ranging from 18 basis points to 55 basis points, including commitment utilization fees. The interest rate margin is determined by a grid based upon the Company's senior unsecured long-term public debt rating. The Company's obligations are guaranteed by Pioneer USA and certain other United States subsidiaries, and are secured by a pledge of a portion of the capital stock of certain non-United States subsidiaries. The Credit Facility Agreements contain various restrictive covenants and compliance requirements, which include (a) limits on the incurrence of additional indebtedness and certain types of liens and (b) restrictions as to merger, sale or transfer of assets and transactions without the Banks' consent. On March 19, 1999, the Company and the Banks executed amendments to the Credit Facilities that provide for a $495 million reduction in the combined loan commitments under the Credit Facilities by December 31, 1999; an increase in the maximum interest rate margin on LIBOR Rate advances to 350 basis points, including facility and leverage fees; provisions, under certain circumstances, for enhancing the Banks' collateral rights; and, amendment of certain associated debt covenants, the most restrictive of which being the maintenance of a ratio of outstanding Company senior debt to earnings before interest, depletion, depreciation, amortization, income taxes, exploration and abandonment and other non-cash expenses ("EBITDAX") not to exceed 5.75 to one through September 30, 1999, 4.25 to one through March 31, 2000, and 3.5 to one thereafter. Additionally, the amendment provisions provide for the consolidation of the Primary Facility and the Canadian Facility. To satisfy the commitment reduction provisions of the amended Credit Facilities, the Company intends to reduce its outstanding borrowings through the use of funds generated by the individual or combined sources of operating activities, oil and gas property divestitures, borrowings under subordinated debt agreements or additional issuances of equity. The Company also executed a $100 million note (the "Term Note"), dated as of December 22, 1997, payable to NationsBank of Texas, N.A. to fund short-term working capital needs. At the request of the Company, the Term Note was canceled on January 20, 1998. SENIOR NOTES. During 1998, the Company completed the issuance of $350 million of 6 1/2% senior notes due 2008 and $250 million of 7 1/5% senior notes due 2028 for combined net proceeds of $593 million. The proceeds were used primarily to repay the Company's bank indebtedness. At December 31, 1998, the Company has the following four issuances of senior indebtedness outstanding. 8 7/8% senior notes due 2005. $150 million aggregate principal amount 8 7/8% senior notes dated April 12, 1995, due April 15, 2005. Interest on the 8 7/8% senior notes is payable semi-annually on April 15 and October 15 of each year. 8 1/4% senior notes due 2007. $150 million aggregate principal amount 8 1/4% senior notes dated August 22, 1995, due August 15, 2007. Interest on the 8 1/4% senior notes is payable semi-annually on February 15 and August 15 of each year. 6 1/2% senior notes due 2008. $350 million aggregate principal amount 6 1/2% senior notes dated January 13, 1998, due January 15, 2008. Interest on the 6 1/2% senior notes is payable semi-annually on January 15 and July 15 of each year. 7 1/5% senior notes due 2028. $250 million aggregate principal amount 7 1/5% senior notes dated January 13, 1998, due July 15, 2028. Interest on the 7 1/5% senior notes is payable semi-annually on January 15 and July 15 of each year. 61 62 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 The 8 7/8% senior notes due 2005 and the 8 1/4% senior notes due 2007 are governed by an Indenture between the Company and The Chase Manhattan Bank (National Association) dated April 12, 1995. The 6 1/2% senior notes due 2008 and the 7 1/5% senior notes due 2028 are governed by an Indenture between the Company and the Bank of New York dated January 15, 1998. The Company's senior notes are general unsecured obligations ranking equally in right of payment with all other senior unsecured indebtedness of the Company and are senior in right of payment to all existing and future subordinated indebtedness of the Company. In addition, the Company is a holding company that conducts all its operations through subsidiaries, and the senior notes issuances are structurally subordinated to all obligations of its subsidiaries. Pioneer USA has fully and unconditionally guaranteed the senior note issuances. TENDER OFFER FOR SENIOR SUBORDINATED NOTES. On December 18, 1997, the Company completed a cash tender offer for two senior subordinated note issuances (the "Subordinated Notes") assumed as part of the merger with Mesa. The Company redeemed approximately 91 percent of the 11 5/8% senior subordinated discount notes due 2006 and approximately 98 percent of the 10 5/8% senior subordinated notes due 2006 (the "10 5/8% Notes") for a purchase price of $829.90 and $1,171.40, respectively, per $1,000 tendered plus any interest accrued on the 10 5/8% Notes (the "Tender Offer"). As a result, the Company paid $574.5 million for the principal amount tendered on the Subordinated Notes, including related fees, and $15.7 million of accrued interest on the 10 5/8% Notes. As a result of the Tender Offer, the Company recognized an extraordinary loss on early extinguishment of debt of $11.9 million (net of a related tax benefit of $6.4 million) during the fourth quarter of 1997. The Company financed the purchase price of the Subordinated Notes tendered in the offer with borrowings under its Credit Facility Agreements. EXTRAORDINARY ITEM. In addition to the extraordinary loss resulting from the Tender Offer described above, the accompanying Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 1997 includes a $1.5 million (net of a related tax benefit of $800 thousand) non- cash charge for an extraordinary loss on early extinguishment of debt resulting from the merger of Parker & Parsley and Mesa. This extraordinary loss relates to capitalized issuance fees associated with Parker & Parsley's previously existing bank credit facility which was replaced by the new Credit Facility Agreements for the Company. INTEREST EXPENSE. The following amounts have been charged to interest expense for the years ended December 31, 1998, 1997 and 1996:
1998 1997 1996 -------- ------- ------- (IN THOUSANDS) Cash payments for interest............................. $135,811 $64,667 $44,405 Cash payments for commitment and agency fees........... -- 1,073 804 Accretion of discounts on loans........................ 11,787 7,348 261 Amortization of capitalized loan fees.................. 1,142 1,177 1,286 Net change in accruals................................. 15,545 3,285 (601) -------- ------- ------- $164,285 $77,550 $46,155 ======== ======= =======
The above amounts include $6 million in 1997 and $12 million in 1996 associated with the Preferred Shares of the Company's wholly-owned finance subsidiary (see Note I). NOTE F. RELATED PARTY TRANSACTIONS ACTIVITIES WITH AFFILIATED PARTNERSHIPS. The Company, through its wholly-owned subsidiaries, has in the past sponsored certain affiliated partnerships, including 35 public and nine private drilling partnerships and three public income partnerships, all of which were formed primarily for the purpose of drilling and 62 63 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 completing wells or acquiring producing properties. In accordance with the terms of the partnership agreements and the related tax partnership agreements of the affiliated partnerships, the Company participated in the activities of the sponsored partnerships on a promoted basis. In 1992, the Company discontinued sponsoring public and private oil and gas development drilling and income partnerships. During each of 1994, 1993 and 1992, the Company formed a Direct Investment Partnership for the purpose of permitting selected key employees to invest directly, on an unpromoted basis, in wells that the Company drills. The partners in the Direct Investment Partnerships formed in 1994, 1993 and 1992 pay and receive approximately .337 percent, 1.5375 percent and 1.865 percent, respectively, of the costs and revenues attributable to the Company's interest in the wells that such Direct Investment Partnership participates. The Company discontinued the formation of Direct Investment Partnerships in 1995. The Company, through a wholly-owned subsidiary, serves as operator of properties in which it and its affiliated partnerships have an interest. Accordingly, the Company receives producing well overhead, drilling well overhead and other fees related to the operation of the properties. The affiliated partnerships also reimburse the Company for their allocated share of general and administrative charges. The activities with affiliated partnerships are summarized for the following related party transactions for the years ended December 31, 1998, 1997 and 1996:
1998 1997 1996 ------ ------ ------ (IN THOUSANDS) Receipt of lease operating and supervision charges in accordance with standard industry operating agreements... $9,021 $8,547 $8,484 Reimbursement of general and administrative expenses....... $ 739 $1,476 $1,246
RETIREMENT PLANS. Effective August 8, 1997, the Compensation Committee of the Board of Directors approved a deferred compensation retirement plan for the officers and certain key employees of the Company. Each officer and key employee is allowed to contribute up to 25 percent of their base salary. The Company will then provide a matching contribution of 100 percent of the officer's and key employee's contribution limited to the first 10 percent of the officer's base salary and eight percent of the key employee's base salary. The Company's matching contribution vests immediately. A trust fund has been established by the Company to accumulate the contributions made under this retirement plan. In December 1998, the Company received notification that an investment fund group had acquired beneficial ownership of greater than 20 percent of the Company's Common Stock. Pursuant to the provisions within the Company's deferred compensation retirement plan, if a third party acquires 20 percent or more of the Company's Common Stock certain change of control provisions contained within the plan are triggered. Accordingly, in December 1998, the Compensation Committee of the Board of Directors determined that a change of control had occurred, effective September 30, 1998, under the deferred compensation retirement plan. Consequently, all of the contributions to the deferred compensation retirement plan from August 1997 to December 15, 1998 were immediately distributed (December 15, 1998 was the earliest practicable date for the trust fund, once notified of a change of control, to determine contributions and investment earnings or losses related thereto for distribution). During 1996 and prior to August 1997, the officers of Parker & Parsley participated in a similar deferred compensation retirement plan as noted above. As part of the merger with Mesa, the plan's change of control provision was triggered and all funds contributed through August 1997 were immediately vested and distributed. CONSULTING FEE. Effective January 1, 1999, the Company entered into an amended and restated agreement with Rainwater, Inc. for a five year term, whereby the Company will pay Rainwater, Inc. 63 64 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 $300,000 per year and reimburse Rainwater, Inc. for certain expenses in consideration for consulting and financial analysis services provided to the Company by Rainwater, Inc. and its representatives. During 1998, the Company paid Rainwater, Inc. $400,000 plus expenses for consulting and financial analysis services under a similar agreement. Richard E. Rainwater, who serves on the Company's Board of Directors, is the sole shareholder of Rainwater, Inc. NOTE G. INCENTIVE PLANS LONG-TERM INCENTIVE PLAN In August 1997, the Company's stockholders approved a new long-term incentive plan (the "Long-Term Incentive Plan"), which provides for the granting of incentive awards in the form of stock options, stock appreciation rights, performance units and restricted stock to directors, officers and employees of the Company. The Long-Term Incentive Plan provides for the issuance of a maximum number of shares of Common Stock equal to 10 percent of the total number of shares of Common Stock equivalents outstanding minus the total number of shares of Common Stock subject to outstanding awards on the date of calculation under any stock-based plan for the directors, officers or employees of the Company. As previously noted in Note F, in December 1998, the Company received notification that an investment fund group had acquired beneficial ownership of greater than 20 percent of the Company's Common Stock. Pursuant to the provisions within the Company's Long-Term Incentive Plan, if a third party acquires 20 percent or more of the Company's Common Stock, certain change of control provisions contained within the plan are triggered. In December 1998, the Compensation Committee of the Board of Directors determined that a change of control had occurred, effective September 30, 1998, under the Long-Term Incentive Plan. Consequently, all awards granted under the Long-Term Incentive Plan since its inception in August 1997 through September 30, 1998 were immediately vested and any restrictions were canceled. Accordingly, in 1998, the Company recognized $9.6 million in other expense related to restricted stock awards that were vested. The following table summarizes the cumulative stock and option awards granted, forfeited, exercised, in the case of options, and the lapse of restrictions, in the case of shares, under the Company's Long-Term Incentive Plan during 1998 and 1997:
FOR THE YEAR ENDED DECEMBER 31, ------------------------------------------------------------------ 1998 1997 -------------------------------- ------------------------------- SHARES OPTIONS TOTAL SHARES OPTIONS TOTAL -------- --------- --------- ------- --------- --------- Outstanding, beginning of year......................... 476,914 1,716,625 2,193,539 -- -- -- Granted........................ 137,086 2,146,553 2,283,639 476,914 1,716,625 2,193,539 Forfeited...................... (12,585) (923,995) (936,580) -- -- -- Options exercised.............. -- -- -- -- -- -- Shares with lapse of restrictions................. (601,415) -- (601,415) -- -- -- -------- --------- --------- ------- --------- --------- Outstanding, end of year....... -- 2,939,183 2,939,183 476,914 1,716,625 2,193,539 ======== ========= ========= ======= ========= =========
64 65 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 The following table calculates the number of shares or options available for grant under the Company's Long-Term Incentive Plan as of December 31, 1998 and 1997:
DECEMBER 31, ------------------------- 1998 1997 ----------- ----------- Shares outstanding.......................................... 100,296,223 101,036,971 Options outstanding......................................... 2,939,183 1,716,625 ----------- ----------- 103,235,406 102,753,596 =========== =========== Maximum shares/options allowed under the Long-Term Incentive Plan...................................................... 10,323,541 10,275,360 Less: Outstanding awards under Long-Term Incentive Plan..... (2,939,183) (2,193,539) Outstanding options under Mesa 1991 stock option plan.................................................. (407,284) (418,478) Outstanding options under Mesa 1996 incentive plan.... (422,854) (510,000) Outstanding options under Parker & Parsley long-term incentive plan...................................... (810,709) (896,042) ----------- ----------- Shares/options available for future grant................... 5,743,511 6,257,301 =========== ===========
RESTRICTED STOCK AWARDS NON-EMPLOYEE DIRECTORS. Pursuant to the Long-Term Incentive Plan, on the last business day of the month in which the annual meeting of the stockholders of the Company is held, each non-employee director will automatically receive an award of Common Stock equal to 50 percent of the then current annual retainer fee. This award is made in lieu of an amount of cash equal to 50 percent of the annual retainer fee. In May 1998 and August 1997, the Company issued an aggregate 17,306 shares and 5,939 shares, respectively, to non-employee directors pursuant to this arrangement. When issued, the shares of common stock awarded pursuant to the Long-Term Incentive Plan are subject to transfer restrictions that lapse on the first anniversary of the date of the award. In addition, if a non-employee director's services as a director of the Company are terminated for any reason before the next annual meeting of the Company's stockholders, a portion of the shares are forfeited, with the number of forfeited shares being based on the number of regularly scheduled meetings of the Board of Directors remaining to be held before the next annual meeting of the Company's stockholders. OFFICERS AND KEY EMPLOYEES. The Company, at its sole discretion, may pay annual bonuses awarded to selected officers and key employees either 100 percent in cash or partially in cash and partially in the form of restricted stock awards under the Long-Term Incentive Plan. The Company has established target bonus levels for each officer and key employee. Based upon Company and individual performance during the year, each officer or key employee has the potential to earn more or less than their target bonus level. The bonus awards are determined in the quarter following the Company's December 31 year-end. Any restricted stock awarded pursuant to this program will be limited to one-half of each officer's or key employee's target bonus level, and the remainder of the officer's or key employee's annual bonus will be paid in cash. The number of shares of restricted stock that are awarded pursuant to the annual bonus program is based on the closing sales price of the Company's common stock on the day immediately preceding the date of the award. Ownership of the restricted stock awarded vests one year after the date it is issued but is subject to transfer restrictions that lapse on one-third of the shares on each of the first, second and third anniversaries of the date of grant. Each recipient of restricted stock also receives an amount of cash equal to the estimated federal income taxes payable as a result of the receipt of such award. On February 9, 1998, the Company awarded an aggregate of 81,300 shares of restricted stock at a price of $22.375 pursuant to the 1997 annual bonus program. The Company has elected not to award any restricted stock in conjunction with the 1998 annual bonus program. 65 66 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 During 1998 and 1997, the Company made other Long-Term Incentive Plan awards of 38,480 and 470,975 shares, respectively, to certain officers and key employees. The shares awarded are subject to a vesting period and transfer restrictions. STOCK OPTIONS AWARDS The Company has a program of awarding semi-annual stock options to its officers and employees as part of their annual compensation package. This program provides for semi-annual awards at an exercise price based upon the closing sales price of the Company's common stock on the day preceding the date of grant, a three year vesting schedule and a five year exercise period from each vesting date. The Company granted 2,146,553 and 1,716,625 options under the Long-Term Incentive Plan during 1998 and 1997, respectively. OTHER STOCK BASED PLANS Prior to the merger with Mesa, both Parker & Parsley and Mesa had long-term incentive plans (Parker & Parsley Long-Term Incentive Plan, 1991 Stock Option Plan of Mesa and the 1996 Incentive Plan of Mesa) in place that allowed Parker & Parsley and Mesa to grant incentive awards similar to the provisions of the Long-Term Incentive Plan. Upon consummation of the merger between Parker & Parsley and Mesa, all awards under these plans were assumed by the Company with the provision that no additional awards be granted under these plans. The information presented in the remainder of this footnote represents the awards granted under the Long-Term Incentive Plan since its approval in August 1997, the awards granted in 1997, and 1996 under the Parker & Parsley Long-Term Incentive Plan, and the assumption in August 1997 of the outstanding option awards granted under the 1991 Stock Option Plan of Mesa and the 1996 Incentive Plan of Mesa. RESTRICTED STOCK AWARDS. The following table reflects the outstanding restricted stock awards and activity related thereto for 1998, 1997 and 1996:
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 -------------------- -------------------- -------------------- WEIGHTED WEIGHTED WEIGHTED NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE --------- -------- --------- -------- --------- -------- Restricted stock awards: Outstanding, beginning of year.................. 476,914 $37.88 79,819 $23.35 225,244 $23.90 Shares granted.................................. 137,086 $21.13 506,786 $37.43 35,080 $26.54 Shares forfeited................................ (12,585) $35.67 -- -- (1,980) $25.13 Lapse of restrictions........................... (601,415) $34.11 (109,691) $25.66 (178,525) $24.65 -------- -------- -------- Outstanding, end of year........................ -- -- 476,914 $37.88 79,819 $23.35 ======== ======== ========
STOCK OPTION AWARDS. The Company applies APB 25 and related interpretations in accounting for its stock option awards. Accordingly, no compensation expense has been recognized for its stock option awards. If compensation expense for the stock option awards had been determined consistent with SFAS 123, the Company's net income (loss) and net income (loss) per share would have been adjusted to the pro forma amounts indicated below:
FOR THE YEAR ENDED DECEMBER 31, ---------------------------------- 1998 1997 1996 --------- --------- -------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Net income (loss)................................ $(775,349) $(893,729) $139,297 Basic net income (loss) per share................ $ (7.75) $ (17.20) $ 3.90 Diluted net income (loss) per share.............. $ (7.75) $ (17.20) $ 3.43
66 67 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 Under SFAS 123, the fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 1998, 1997 and 1996:
1998 1997 1996 ------- ------- ------- Risk-free interest rate................................. 5.45% 5.72% 6.18% Expected life........................................... 6 years 7 years 4 years Expected volatility..................................... 36% 36% 32% Expected dividend yield................................. .56% .30% .34%
A summary of the Company's stock option plans as of December 31, 1998, 1997 and 1996, and changes during the years ended on those dates is presented below:
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 --------------------- --------------------- --------------------- WEIGHTED WEIGHTED WEIGHTED NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE OF OPTIONS PRICE OF OPTIONS PRICE OF OPTIONS PRICE ---------- -------- ---------- -------- ---------- -------- Non-statutory stock options: Outstanding, beginning of year.............. 3,541,145 $31.63 1,362,629 $24.04 1,230,411 $17.51 Options granted........................... 2,146,553 $19.22 1,744,704 $34.00 637,300 $29.52 Options assumed........................... -- -- 928,478 $33.97 -- -- Options forfeited......................... (1,106,835) $35.75 (1,500) $21.33 (35,000) $23.81 Options exercised......................... (833) $14.25 (493,166) $23.45 (470,082) $14.55 ---------- --------- --------- Outstanding, end of year.................... 4,580,030 $24.83 3,541,145 $31.63 1,362,629 $24.04 ========== ========= ========= Exercisable at end of year.................. 3,937,113 $26.60 1,824,520 $29.37 358,177 $18.79 ========== ========= ========= Weighted average fair value of options granted during the year............................. $ 8.21 $ 16.10 $ 10.03 ========== ========= =========
The following table summarizes information about the Company's stock options outstanding at December 31, 1998:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE ----------------------------------------------------- ---------------------------------- NUMBER WEIGHTED AVERAGE WEIGHTED NUMBER WEIGHTED RANGE OF OUTSTANDING AT REMAINING AVERAGE EXERCISABLE AT AVERAGE EXERCISE PRICES DECEMBER 31, 1998 CONTRACTUAL LIFE EXERCISE PRICE DECEMBER 31, 1998 EXERCISE PRICE --------------- ----------------- ---------------- -------------- ----------------- -------------- $ 6 - 18 1,569,319 5.4 years $15.62 926,402 $16.75 $19 - 28 1,209,377 5.4 years $24.16 1,209,377 $24.16 $29 - 38 1,485,482 4.3 years $30.01 1,485,482 $30.01 $39 - 52 298,638 1.8 years $46.84 298,638 $46.84 $80 - 82 17,214 3.1 years $81.81 17,214 $81.81 --------- --------- 4,580,030 3,937,113 ========= =========
In addition to the expense associated with the accelerated vesting of awards under the Company's Long-Term Incentive Plan that occurred as a result of the change of control, the Company recognized $3.9 million, $3.3 million and $1.9 million in general and administrative compensation expense related to its Incentive Plans during 1998, 1997 and 1996, respectively. Additionally, $3.1 million of the Company's 1998 reorganization costs are compensation expenses related to its Incentive Plans. 67 68 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 NOTE H. COMMITMENTS AND CONTINGENCIES SEVERANCE AGREEMENTS. The Company has entered into severance agreements with its parent company officers, subsidiary company officers and certain key employees. Salaries and bonuses for the Company's officers are set independent of this agreement by the Compensation Committee for the parent company officers and the Management Committee for subsidiary company officers and key employees. These committees can grant increases or reductions to base salary at their discretion. The current annual salaries for the parent company officers, the subsidiary company officers and key employees covered under such agreements total approximately $7.8 million. Either the Company or the officer/key employee may terminate the officer's or key employee's employment under the severance agreement at any time. The Company must pay the officer or key employee an amount equal to one year's base salary if employment is terminated because of death, disability, or normal retirement. The Company must pay the officer or key employee an amount equal to one year's base salary and continue health insurance for the officer or key employee and his or her immediate family for one year if the Company terminates employment without cause or if the officer or key employee terminates employment with good reason, which occurs when reductions in the officer's or key employee's base annual salary exceed specified limits or if, in the case of officers, the officer is demoted to an officer position junior to their current officer position or to a non-officer position. If within one year after a change in control of the Company, the Company terminates the officer or key employee without cause or if the officer or key employee terminates employment with good reason, the Company must pay parent company officers an amount equal to 2.99 times the sum of the officer's base salary plus target bonus for the year and subsidiary company officers and key employees an amount equal to two times the officer's or key employee's base salary and continue health insurance for the officer or key employee and his immediate family for one year. If the officer or key employee terminates employment with the Company without good reason between six months and one year after a change in control, or at any time within one year after a change in control if the officer or key employee is required to move, then the Company must pay the officer or key employee one year's base salary and continue health insurance for the officer or key employee and his or her immediate family for one year. Officers and key employees are also entitled to additional payments for certain tax liabilities that may apply to severance payments following a change in control. INDEMNIFICATIONS. The Company has indemnified its directors and certain of its officers, employees and agents with respect to claims and damages arising from acts or omissions taken in such capacity, as well as with respect to certain litigation. 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 the litigation reserve as appropriate to reflect the then current status of its 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, 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 68 69 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 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 or post-February 1988 underpayments of royalties. 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 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 and a decision could be announced by the end of the first quarter of 1999. 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 69 70 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 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 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 December 31, 1998, the Company has set aside $29.7 million, including accrued interest, in an escrow account and has a corresponding obligation for this litigation recorded in other current liabilities in the accompanying Consolidated Balance Sheet. In addition, during 1998, the Company paid $1.4 million to a pipeline in settlement of the pipeline's share of the total initial obligation. LEASE AGREEMENTS. The Company leases equipment and office facilities under noncancellable operating leases on which rental expense for the years ended December 31, 1998, 1997 and 1996 was approximately $8.9 million, $3.7 million and $2.9 million, respectively. Future minimum lease commitments under noncancellable operating leases at December 31, 1998 are as follows (in thousands): 1999........................................................ $7,846 2000........................................................ $5,933 2001........................................................ $2,029 2002........................................................ $1,685 2003........................................................ $1,234 Thereafter.................................................. $4,206
NOTE I. PREFERRED STOCK OF SUBSIDIARY On July 28, 1997, the Company issued 6.7 million shares of common stock in exchange for the 3,776,400 Preferred Shares outstanding. These Preferred Shares were originally issued by Parker & Parsley Capital LLC, a wholly-owned finance subsidiary of the Company, in 1994. During 1997 and 1996, the Company recorded $6 million and $12 million, respectively, of interest expense associated with the Preferred Shares. 70 71 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 NOTE J. DERIVATIVE FINANCIAL INSTRUMENTS The Company has only limited involvement with derivative financial instruments and generally does not use them for trading purposes. They are used to manage well-defined interest rate and commodity price risks. The Company is exposed to credit losses in the event of nonperformance by the counterparties to its interest rate swap agreements and its commodity hedges. The Company anticipates, however, that such counterparties will be able to fully satisfy their obligations under the contracts. The Company does not obtain collateral or other security to support financial instruments subject to credit risk but monitors the credit standing of the counterparties. As part of the acquisitions of Mesa and Chauvco, the Company became the successor to certain derivative financial instruments entered into by Mesa or Chauvco that do not qualify for hedge accounting treatment. Such instruments will be marked-to-market at the end of each reporting period during their respective lives and the effects on the Company's results of operations in future periods could be significant. Those instruments not qualifying for hedge accounting are designated under the heading "Mark-to-Market Derivatives" below. HEDGE DERIVATIVES INTEREST RATE SWAP AGREEMENTS. During the second quarter of 1996, the Company entered into a series of interest rate swap agreements for an aggregate amount of $150 million with four counterparties. These agreements, which have a term of three years, effectively convert a portion of the Company's fixed-rate borrowings into floating-rate obligations. The weighted average fixed rate being received by the Company over the term of these agreements is 6.62 percent while the weighted average variable rate paid by the Company for the years ended December 31, 1998, 1997 and 1996 was 5.75 percent, 5.78 percent and 5.56 percent, respectively. The variable rate will be redetermined approximately every six months based upon the London interbank offered rate at that point in time. The Company was also party to an interest rate swap agreement for an aggregate amount of $250 million with one counterparty. This agreement, which expired in August 1998, effectively converted a portion of the Company's floating-rate borrowings into fixed-rate obligations. The effect of this agreement was to provide the Company with an interest rate of 6.23 percent on $250 million in nominal principal amount for the term of the agreement. The accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 1998, 1997 and 1996 include a reduction in interest expense of $356 thousand, $847 thousand and $787 thousand, respectively, to account for the settlement of these rate swap agreements. During 1997, the Company entered into two agreements with a counterparty that obligated the Company to sell United States Treasury securities at a designated point in the future. The face amount of the United States Treasury securities was $300 million at interest rates ranging from 6.05 percent to 6.33 percent. These agreements effectively converted a portion of the Company's floating-rate borrowings into fixed-rate obligations. In January 1998, the Company terminated these agreements at a cost of $16.8 million. This amount is being amortized over the life of the Company's Primary Facility. COMMODITY HEDGES. The Company utilizes various 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 purchase contracts governing the Company's oil production have been tied directly or indirectly to NYMEX prices. During the fourth quarter of 1998, the Company terminated its 1999 crude oil hedge contracts. As a result, the Company has deferred in other current liabilities in the accompanying Consolidated Balance Sheet $14.0 million of hedge gains that will be recognized in 1999 as 71 72 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 additions to crude oil revenue. The recognition of these hedge gains will increase 1999 crude oil revenue by $3.5 million per calendar quarter. 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 (excluding hedge results) and reported, and the net effects of settlements of oil price hedges to revenue:
YEAR ENDED DECEMBER 31, ------------------------ 1998 1997 1996 ------ ------ ------ Average price reported per Bbl............................. $13.08 $18.51 $19.96 Average price realized per Bbl............................. $11.93 $19.09 $21.33 Addition (reduction) to revenue (in millions).............. $ 24.8 $ (7.9) $(15.4)
Natural Gas Liquids. The Company, from time to time, hedges natural gas liquids based on actual product prices in order to mitigate some of the volatility associated with NYMEX pricing. At December 31, 1998, the Company had no outstanding NGL hedge contracts. During the year ended December 31, 1998, the Company did not enter into any natural gas liquids hedge contracts. The Company reported and realized an average natural gas liquids price of $8.90 per Bbl during the year ended December 31, 1998. During the year ended December 31, 1997, the Company reported average natural gas liquids prices of $12.59 per Bbl while realizing an average price for physical sales (excluding hedging results) of $12.61 per Bbl and recorded a net decrease to natural gas liquids revenue of $77,600. Natural Gas. The Company employs a policy of hedging a portion of its 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. 72 73 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 The Company was a party to contracts that hedged a portion of its January 1999 gas production. The January hedge contracts expired in December 1998. Related thereto, the Company has deferred $2.5 million of hedge gains that will be recognized in January 1999. The following table sets forth the Company's outstanding gas hedge contracts as of December 31, 1998. Prices included herein represent the Company's weighted average index price per MMBtu and, as an additional point of reference, the weighted average price for the portion of the Company's gas which is hedged based on NYMEX.
FIRST SECOND THIRD FOURTH YEARLY QUARTER QUARTER QUARTER QUARTER AVERAGE ----------- ----------- ----------- ----------- ----------- Daily gas production: 1999-Swap Contracts* Volume (Mcf)............ 93,417 163,445 156,800 133,851 137,044 Index price per MMBtu... $2.17 $2.20 $2.21 $2.24 $2.21 NYMEX price per MMBtu... $2.39 $2.39 $2.39 $2.39 $2.39 1999-Collar Options** Volume (Mcf)............ 107,398 163,827 163,827 154,991 147,686 Index price per MMBtu... $2.06-$2.61 $2.06-$2.61 $2.06-$2.61 $2.09-$2.65 $2.07-$2.62 2000-Swap Contracts* Volume (Mcf)............ 35,000 35,000 35,000 35,000 35,000 Index price per MMBtu... $2.35 $2.35 $2.35 $2.35 $2.35 2000-Collar Options*** Volume (Mcf)............ 93,741 93,741 93,741 91,089 93,074 Index price per MMBtu... $2.14-$2.75 $2.14-$2.75 $2.14-$2.75 $2.15-$2.77 $2.14-$2.75
- --------------- * Certain counterparties to the 1999 and 2000 Swap Contracts have the contractual right to extend 35,000 Mcf per day for one additional year at prices of $2.40 and $2.41 per MMBtu, respectively. ** Concurrent with the Company's purchase of certain of the 1999 Collar Options, the Company sold 1999 put options to the counterparties for an average volume of 114,286 Mcf per day at an average index price of $1.82 per MMBtu. Consequently, if the weighted average 1999 index price falls below $1.82 per MMBtu, the Company will receive a price for the notional contract volumes that exceeds the weighted average index price by approximately $.30 per MMBtu. 65,000 Mcf per day of the 1999 Collar Options and associated put options sold are extendable at the option of the counterparties for a period of one year at average per MMBtu prices of $2.18-$2.79 for the collar options and $1.88 for the put options. *** Concurrent with the Company's purchase of the 2000 Collar Options, the Company sold 2000 put options to the counterparties for an equal volume at an average index price of $1.84 per MMBtu. Consequently, if the weighted average 2000 index price falls below $1.84 per MMBtu, the Company will receive a price for the notional contract volumes that exceeds the weighted average index price by approximately $.30 per MMBtu. 75,000 Mcf per day of the 2000 Collar Options and associated put options are extendable for one year at the option of the counterparties at average per MMBtu prices of $2.20-$2.90 for the collar options and $1.90 for the put options. 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 the gas hedges. The following table sets 73 74 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 forth the Company's gas prices, both realized (excluding hedge results) and reported, and the net effects of settlements of gas price hedges to revenue:
YEAR ENDED DECEMBER 31, ------------------------- 1998 1997 1996 ------ ------- ------ Average price reported per Mcf.............................. $1.82 $ 2.20 $2.27 Average price realized per Mcf.............................. $1.80 $ 2.41 $2.39 Addition (reduction) to revenue (in millions)............... $ 3.6 $(21.9) $(9.0)
MARK-TO-MARKET DERIVATIVES INTEREST RATE SWAP/CURRENCY SWAP. At December 31, 1997, the Company was party to a swap agreement with a counterparty in which the Company paid a fixed-rate of interest in Canadian dollars and received a fixed-rate of interest in United States dollars. In July 1998, the Company terminated this agreement and recognized a $3.5 million pre-tax gain associated therewith. INTEREST RATE CAP. At December 31, 1998 and 1997, the Company was party to an interest rate cap agreement with a counterparty which caps the Canadian dollar banker's acceptance rate at 8.00 percent on a notional amount of $80 million Canadian dollars. The agreement was entered into in 1997 and expires in September 1999. Under the agreement, the Company pays the counterparty a fixed amount in Canadian dollars on a quarterly basis. The counterparty has no payment obligation to the Company until such time as the Canadian banker's acceptance reference rate exceeds 8.00 percent. The effect of this agreement, in periods in which the reference rate is below 8.00 percent, is to increase the interest rate on $80 million Canadian dollars of floating-rate debt by 28 basis points. 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 of December 31, 1998 and 1997, the United States dollar equivalent of foreign currency exchange swap agreements approximated $144 million and $216 million, respectively. These contracts originated with the Company's acquisition of Chauvco in December 1997. As these contracts do not qualify as hedges, the Company recorded a $14.7 million non-cash pre-tax mark-to-market increase to the recognized liabilities associated with these agreements in 1998. These contracts will continue to be marked-to-market until they mature at various dates in the fourth quarter of 2000 and the effects on the Company's results of operations in future periods could be significant. BTU SWAP AGREEMENTS. During 1996, Mesa entered into BTU swap agreements covering 13,036 MMBtu per day from January 1, 1997 through December 31, 2004. Under the terms of these agreements, the Company received a premium of $.52 per MMBtu over market natural gas prices from January 1, 1997 through December 31, 1998. Additionally, the Company will receive 10 percent of the NYMEX oil price for the volumes covered for a six-year period beginning January 1, 1999 and ending December 31, 2004. As these derivative contracts do not qualify as hedges, the Company recorded non-cash pre-tax mark-to-market increases to the liabilities recognized for the BTU swap agreements of $5.8 million and $5.2 million in 1998 and 1997, respectively. These contracts will continue to be marked-to-market at the end of each reporting period during their respective lives and the effects on the Company's results of operations in future periods could be significant. NOTE K. SALES TO MAJOR CUSTOMERS The Company's share of oil and gas production is sold to various purchasers. The Company is of the opinion that the loss of any one purchaser would not have an adverse effect on the ability of the Company to sell its oil and gas production. 74 75 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 The following domestic customers individually accounted for 10 percent or more of the consolidated oil and gas revenues of the Company during the years ended December 31, 1998, 1997 or 1996:
PERCENTAGE OF CONSOLIDATED OIL AND GAS REVENUES --------------------------- CUSTOMER 1998 1997 1996 -------- ----- ----- ----- Williams Energy Services.................................... 10 -- -- Genesis Crude Oil, L.P...................................... 10 23 28 Mobil Oil Corporation....................................... 7 16 22 Western Gas Resources....................................... 5 10 9 Producers Energy Marketing, L.L.C.(a)....................... 3 11 6
- --------------- (a) Producers Energy Marketing, LLC ("ProEnergy") is a natural gas marketing company in which the Company owned a noncontrolling member interest of approximately 10 percent during 1997 and 1996. Effective January 1, 1998, the Company withdrew as a member of ProEnergy. At December 31, 1998, the amounts receivable from Williams Energy Services, Genesis Crude Oil, L.P., Mobil Oil Corporation and Western Gas Resources were $9.1 million, $3.8 million, $2.8 million and $1.5 million, respectively, which are included in the caption "Accounts receivable -- oil and gas sales" in the accompanying Consolidated Balance Sheet. NOTE L. DISPOSITION OF AUSTRALASIAN ASSETS On March 28, 1996, the Company completed the sale of certain wholly-owned Australian subsidiaries to Santos Ltd., and on June 20, 1996, the Company completed the sale of another wholly-owned subsidiary, Bridge Oil Timor Sea, Inc., to Phillips Petroleum International Investment Company. During the year ended December 31, 1996, the Company received aggregate consideration of $237.5 million for these combined sales which consisted of $186.6 million of proceeds for the equity of such entities, $21.8 million for reimbursement of certain intercompany cash advances, and the assumption of such subsidiaries" net liabilities, exclusive of oil and gas properties, of $29.1 million. The accompanying Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 1996 includes a pre-tax gain of $83.3 million from the disposition of these subsidiaries (net of transaction expenses of $8.7 million) and an income tax provision of $16 million. The income tax provision for the year ended December 31, 1996, includes $6.4 million related to the write-off of certain net operating loss carryforwards which, with the sale of the income producing assets in the Australian tax jurisdiction, will not be utilized in the future. NOTE M. IMPAIRMENT OF LONG-LIVED ASSETS In accordance with SFAS 121, the Company reviews its proved oil and gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of the carrying value of the Company's oil and gas properties. The Company estimates the expected future net cash flows of its oil and gas properties and compares such estimated future net cash flows to the respective carrying amounts of the oil and gas properties to determine if the carrying amounts are likely to be recoverable. For those proved oil and gas properties for which the carrying amount exceeds the estimated future net cash flows, an impairment is determined to exist and the Company adjusts the carrying amount of those proved oil and gas properties to their fair value as determined by discounting their expected future net cash flows at a discount rate commensurate with the risks involved in the industry. Subsequent to the Mesa purchase in August 1997, crude oil prices began to decline. Based on the decline in the fourth quarter of 1997, the Company adjusted its outlook for future commodity prices downward and 75 76 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 recognized a $1.4 billion impairment provision in 1997, primarily related to Mesa properties which were acquired in August 1997. In 1998 crude oil prices continued to decline. The Company believed the continued decline would be short-lived, however, after stabilizing somewhat in the second and third quarters of 1998, crude oil prices fell sharply again in the fourth quarter of 1998. As a result, the Company now believes it may take several years for crude oil prices to recover and, accordingly, it again adjusted its outlook for future commodity prices downward in the fourth quarter of 1998. This coupled with the Company's assessment of performance issues related to certain oil and gas properties resulted in an impairment provision of $312.2 million in 1998. As discussed above, using the Company's revised outlook for commodity prices, the Company reassessed its unproved properties on a project-by-project basis in 1998, and the Company recognized non-cash, pre-tax unproved property impairment provisions of $147.3 million. See Note P for disclosure of these impairment charges by geographic operating segment. NOTE N. REORGANIZATION During 1998, the Company announced its plans to sell certain non-strategic oil and gas fields, its intentions to reorganize its operations by combining its six domestic operating regions, and other cost reduction initiatives intended to allow Pioneer to better adapt to declining oil and gas commodity price trends. Specific cost reduction initiatives included the relocation of most of the Company's administrative services from Midland, Texas to Irving, Texas; the closings of the Company's regional offices in Oklahoma City, Oklahoma, Corpus Christi, Texas and Houston, Texas; the termination of 350 employees, including several officer positions; and, further centralization of the Company's organization structure. The consolidation of administrative services to Irving is complete and the Corpus Christi, Texas office is closed. The Company anticipates the Houston, Texas and Oklahoma City, Oklahoma offices to be closed in February 1999. The unpaid employee termination costs as of December 31, 1998 relates to employees who were notified of their pending termination prior to December 31, 1998, but were still employed with the Company as of December 31, 1998. The unpaid office closing amounts primarily relate to remaining lease commitments on the office buildings in Oklahoma City, Oklahoma, Corpus Christi, Texas, and Houston, Texas. As a result of the 1998 reorganization initiatives, the Company has recognized pre-tax reorganization charges of $33.2 million during 1998. The following table provides a description of the components of the 1998 reorganization charges and the remaining unpaid portions of the charges as of December 31, 1998:
TOTAL CHARGES PAYMENTS UNPAID PORTION ------- -------- -------------- (IN THOUSANDS) Employee terminations............................... $22,525 $17,845 $4,680 Relocation.......................................... 6,677 6,677 -- Office closings..................................... 3,873 343 3,530 Other............................................... 124 124 -- ------- ------- ------ $33,199 $24,989 $8,210 ======= ======= ======
76 77 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 NOTE O. INCOME TAXES Income tax provision (benefit) and amounts separately allocated were as follows:
YEAR ENDED DECEMBER 31, ----------------------------- 1998 1997 1996 ------- --------- ------- (IN THOUSANDS) Income (loss) before extraordinary item............... $15,600 $(500,300) $60,100 Extraordinary gain (loss)............................. -- > (7,200) -- Stockholders' equity provision (benefit).............. 4,300 (2,900) (2,200) Change in cumulative translation adjustment........... (6,000) -- -- ------- --------- ------- $13,900 $(510,400) $57,900 ======= ========= =======
Income tax provision (benefit) attributable to income (loss) before extraordinary item consists of the following:
YEAR ENDED DECEMBER 31, ------------------------------- 1998 1997 1996 --------- --------- ------- (IN THOUSANDS) Current: U.S. federal...................................... $ (3,300) $ 900 $ 300 State and local................................... 300 100 -- --------- --------- ------- (3,000) 1,000 300 --------- --------- ------- Deferred: U.S. Federal...................................... $ 123,500 (470,000) 51,700 State and local................................... (300) (28,500) -- Foreign........................................... (104,600) (2,800) 8,100 --------- --------- ------- 18,600 (501,300) 59,800 --------- --------- ------- Total............................................... $ 15,600 $(500,300) $60,100 ========= ========= =======
Income (loss) before income taxes and extraordinary item consists of the following:
YEAR ENDED DECEMBER 31, ---------------------------------- 1998 1997 1996 --------- ----------- -------- (IN THOUSANDS) Income (loss) before income taxes and extraordinary item: U.S. federal.................................... $(393,602) $(1,369,582) $121,680 Foreign......................................... (337,224) (7,981) 78,668 --------- ----------- -------- $(730,826) $(1,377,563) $200,348 ========= =========== ========
77 78 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 Reconciliations of the U.S. federal statutory tax rate to the Company's effective tax rate for income (loss) before extraordinary items are as follows:
1998 1997 1996 ----- ----- ---- (IN PERCENTAGES) U.S. federal statutory tax rate............................. (35.0) (35.0) 35.0 Disposition of foreign subsidiaries......................... -- -- (6.9) Valuation allowance......................................... 37.1 -- -- Other....................................................... -- (1.3) 1.9 ----- ----- ---- Consolidated effective tax rate............................. 2.1 (36.3) 30.0 ===== ===== ====
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:
DECEMBER 31, -------------------- 1998 1997 --------- -------- (IN THOUSANDS) Deferred tax assets: Net operating loss carryforwards.......................... $ 291,678 $184,438 Alternative minimum tax credit carryforwards.............. 1,565 4,903 Other..................................................... 73,260 57,248 --------- -------- Total deferred tax assets......................... 366,503 246,589 Valuation allowance....................................... (271,100) -- --------- -------- Net deferred tax assets........................... 95,403 246,589 --------- -------- Deferred tax liabilities: Oil and gas properties, principally due to differences in basis and depletion and the deduction of intangible drilling costs for tax purposes........................ 44,058 206,721 Other..................................................... 11,645 35,168 --------- -------- Total deferred tax liabilities.................... 55,703 241,889 --------- -------- Net deferred tax asset............................ $ 39,700 $ 4,700 ========= ========
Realization of deferred tax assets associated with net operating loss carryforwards ("NOLs") and other credit carryforwards is dependent upon generating sufficient taxable income prior to their expiration. The Company believes that there is a risk, in light of the Company's revised outlook for future commodity prices as discussed in Note M, that certain of these NOLs and other credit carryforwards may expire unused and, accordingly, has established a valuation allowance of $271.1 million in 1998 against them. Although realization is not assured for the remaining deferred tax asset, the Company believes it is more likely than not that they will be realized through future taxable earnings or alternative tax planning strategies. However, the net deferred tax assets could be reduced further if the Company's estimate of taxable income in future periods is significantly reduced or alternative tax planning strategies are no longer viable. As discussed in Note B, certain subsidiaries that are consolidated for financial reporting purposes are not eligible to be included in the Company's consolidated U.S. federal income tax return and separate provisions for income taxes have been determined for these entities or groups of entities. At December 31, 1998, the Company had NOLs for U.S. federal, Argentine, Canadian, and South African income tax purposes of $712.6 million, $47.3 million, $52.8 million and $7.7 million, respectively, which are available to offset future regular taxable income in each respective tax jurisdiction, if any. Additionally, at December 31, 1998, the 78 79 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 Company has alternative minimum tax net operating loss carryforwards ("AMT NOLs") in the U.S. of $617.7 million, which are available to reduce future alternative minimum taxable income, if any. These carryforwards expire as follows:
U.S. ------------------- ARGENTINA CANADA SOUTH AFRICA EXPIRATION DATE NOL AMT NOL NOL NOL NOL --------------- -------- -------- --------- ------- ------------ (IN THOUSANDS) December 31, 1999....................... $ -- $ -- $ 2,161 $ -- $ -- December 31, 2000....................... -- -- 8,788 -- -- December 31, 2001....................... 689 593 10,385 -- -- December 31, 2002....................... 6,066 6,034 6,216 -- -- December 31, 2003....................... 838 -- 19,703 -- -- December 31, 2005....................... 11,049 10,762 -- 52,767 -- December 31, 2006....................... 30,834 12,254 -- -- -- December 31, 2007....................... 104,107 101,151 -- -- -- December 31, 2008....................... 112,508 106,558 -- -- -- December 31, 2009....................... 129,484 102,727 -- -- -- December 31, 2010....................... 125,111 110,961 -- -- -- December 31, 2011....................... 6,521 4,045 -- -- -- December 31, 2012....................... 68,609 58,890 -- -- -- December 31, 2018....................... 116,823 103,755 -- -- -- Indefinite.............................. -- -- -- -- 7,706 -------- -------- ------- ------- ------ Total.............................. $712,639 $617,730 $47,253 $52,767 $7,706 ======== ======== ======= ======= ======
The NOLs and AMT NOLs from certain of the U.S. subsidiaries are subject to various utilization limitations. In total, approximately $36.7 million of the NOLs and $16.3 million of the AMT NOLs are limited in use to specific U.S. subsidiaries. Section 382 of the Internal Revenue Code provides another limitation to $592.1 million of the Company's U.S. NOLs and $503.8 million of its AMT NOLS. The Company believes the utilization of $352.1 million of the NOLs and $263.8 million of the AMT NOLs subject to the Section 382 limitation are limited in each taxable year to approximately $104.2 million and the remaining $240.0 million of the NOLs and AMT NOLs subject to the Section 382 limitation are limited in each taxable year to approximately $20.0 million. The tax returns and the amount of taxable income or loss are subject to examination by U.S. federal, state and foreign taxing authorities. Current and estimated tax payments of $300,000, $2.7 million and $970,000 were made in 1998, 1997 and 1996, respectively. In addition, the Company received a refund of $3.3 million in 1998. NOTE P. GEOGRAPHIC OPERATING SEGMENT INFORMATION In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes guidelines for reporting selected information about operating segments. 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. Since the merger with Mesa and the acquisition of Chauvco, the Company has had reportable operations in the U.S., Argentina and Canada. During 1997 and 1996, the Company had only minor operations outside the U.S. 79 80 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 The following table provides the geographic operating segment data required by SFAS 131, as well as results of operations of oil and gas producing activities required by Statement of Financial Accounting Standards No. 69, "Disclosures about Oil and Gas Producing Activities" ("SFAS 69"). 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, expenses, additions to properties, plants and equipment, and assets that are not related to oil and gas producing activities, and that are not routinely included in the earnings measures or attributes internally reported to management on a geographic operating segment basis.
OTHER HEADQUARTERS CONSOLIDATED U.S. ARGENTINA CANADA FOREIGN AND OTHER TOTAL ----------- --------- --------- -------- ------------ ------------ (IN THOUSANDS) YEAR ENDED DECEMBER 31, 1998: Oil and gas revenue..................... $ 579,156 $ 65,256 $ 67,080 $ -- $ -- $ 711,492 Interest and other...................... -- -- -- -- 10,452 10,452 Loss on disposition of assets........... (52) -- -- -- (393) (445) ----------- --------- --------- -------- --------- ----------- 579,104 65,256 67,080 -- 10,059 721,499 ----------- --------- --------- -------- --------- ----------- Production costs........................ 177,371 21,158 25,022 -- -- 223,551 Depletion, depreciation and amortization.......................... 239,561 42,115 40,617 -- 15,015 337,308 Impairment of oil and gas properties.... 237,528 136,751 85,240 -- -- 459,519 Exploration and abandonments............ 69,263 18,245 20,613 13,737 -- 121,858 General and administrative.............. -- -- -- -- 73,000 73,000 Reorganization.......................... -- -- -- -- 33,199 33,199 Interest................................ -- -- -- -- 164,285 164,285 Other................................... -- -- -- -- 39,605 39,605 ----------- --------- --------- -------- --------- ----------- 723,723 218,269 171,492 13,737 325,104 1,452,325 ----------- --------- --------- -------- --------- ----------- Loss before income taxes................ (144,619) (153,013) (104,412) (13,737) (315,045) (730,826) Income tax benefit (provision).......... 53,075 50,494 45,628 4,808 (169,605) (15,600) ----------- --------- --------- -------- --------- ----------- Net loss................................ $ (91,544) $(102,519) $ (58,784) $ (8,929) $(484,650) $ (746,426) =========== ========= ========= ======== ========= =========== Additions to properties, plant and equipment............................. $ 346,368 $ 69,082 $ 73,096 $ 18,791 $ 31,546 $ 538,883 =========== ========= ========= ======== ========= =========== Segment assets.......................... $ 2,259,746 $ 692,271 $ 308,025 $103,702 $ 117,570 $ 3,481,314 =========== ========= ========= ======== ========= =========== YEAR ENDED DECEMBER 31, 1997: Oil and gas revenue..................... $ 533,865 $ 2,917 $ -- $ -- $ -- $ 536,782 Interest and other...................... -- -- -- -- 4,278 4,278 Gain on disposition of assets........... 3,305 -- -- -- 1,664 4,969 ----------- --------- --------- -------- --------- ----------- 537,170 2,917 -- -- 5,942 546,029 ----------- --------- --------- -------- --------- ----------- Production costs........................ 143,332 838 -- -- -- 144,170 Depletion, depreciation and amortization.......................... 203,160 1,290 -- -- 7,985 212,435 Impairment of oil and gas properties.... 1,356,390 -- -- -- -- 1,356,390 Exploration and abandonments............ 69,896 1,822 -- 5,442 -- 77,160 General and administrative.............. -- -- -- -- 48,763 48,763 Interest................................ -- -- -- -- 77,550 77,550 Other................................... -- -- -- -- 7,124 7,124 ----------- --------- --------- -------- --------- ----------- 1,772,778 3,950 -- 5,442 141,422 1,923,592 ----------- --------- --------- -------- --------- ----------- Loss before income taxes and extraordinary item.................... (1,235,608) (1,033) -- (5,442) (135,480) (1,377,563) Income tax benefit...................... 453,468 341 -- 1,905 44,586 500,300 ----------- --------- --------- -------- --------- ----------- Loss before extraordinary items......... $ (782,140) $ (692) $ -- $ (3,537) $ (90,894) $ (877,263) =========== ========= ========= ======== ========= =========== Additions to properties, plant and equipment............................. $ 417,269 $ 4,446 $ -- $ 6,925 $ 12,783 $ 441,423 =========== ========= ========= ======== ========= =========== Segment assets.......................... $ 2,684,091 $ 734,569 $ 505,483 $ 1,085 $ 227,762 $ 4,152,990 =========== ========= ========= ======== ========= ===========
80 81 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996
OTHER HEADQUARTERS CONSOLIDATED U.S. ARGENTINA CANADA FOREIGN AND OTHER TOTAL ----------- --------- --------- -------- ------------ ------------ (IN THOUSANDS) YEAR ENDED DECEMBER 31, 1996: Oil and gas revenue..................... $ 385,198 $ 1,142 $ -- $ 10,591 $ -- $ 396,931 Natural gas processing.................. -- -- -- -- 23,814 23,814 Interest and other...................... -- -- -- -- 17,458 17,458 Gain on disposition of assets........... 7,784 -- -- 83,262 6,094 97,140 ----------- --------- --------- -------- --------- ----------- 392,982 1,142 -- 93,853 47,366 535,343 ----------- --------- --------- -------- --------- ----------- Production costs........................ 106,898 136 -- 3,300 -- 110,334 Natural gas processing.................. -- -- -- -- 12,528 12,528 Depletion, depreciation and amortization.......................... 98,655 231 -- 3,917 9,331 112,134 Exploration and abandonments............ 16,264 4,008 -- 1,435 1,323 23,030 General and administrative.............. -- -- -- -- 28,363 28,363 Interest................................ -- -- -- -- 46,155 46,155 Other................................... -- -- -- -- 2,451 2,451 ----------- --------- --------- -------- --------- ----------- 221,817 4,375 -- 8,652 100,151 334,995 ----------- --------- --------- -------- --------- ----------- Income (loss) before income taxes....... 171,165 (3,233) -- 85,201 (52,785) 200,348 Income tax benefit (provision).......... (62,818) 1,067 -- (29,820) 31,471 (60,100) ----------- --------- --------- -------- --------- ----------- Net income (loss)....................... $ 108,347 $ (2,166) $ -- $ 55,381 $ (21,314) $ 140,248 =========== ========= ========= ======== ========= =========== Additions to properties, plant and equipment............................. $ 207,495 $ 4,541 $ -- $ 7,358 $ 8,428 $ 227,822 =========== ========= ========= ======== ========= =========== Segment assets.......................... $ 1,143,282 $ 3,543 $ 2 $ 2,321 $ 50,717 $ 1,199,865 =========== ========= ========= ======== ========= ===========
NOTE Q. EARNINGS PER SHARE In accordance with the requirements of SFAS 128, the following table provides a reconciliation between basic and diluted earnings per share for the year ended December 31, 1996. For 1998 and 1997, the computation of diluted net loss per share was antidilutive; therefore, the amounts reported for basic and diluted net loss per share were the same.
PER SHARE INCOME SHARES AMOUNT -------- ------ --------- (IN THOUSANDS) Basic EPS Income available to common stockholders............. $140,248 35,475 $3.95 ===== Effect of Dilutive Securities Options/restricted stock............................ -- 394 Preferred shares.................................... 7,683 6,714 -------- ------ Diluted EPS: Income available to common stockholders plus assumed conversions...................................... $147,931 42,583 $3.47 ======== ====== =====
NOTE R. PIONEER USA Pioneer USA is a wholly-owned subsidiary of the Company that has fully and unconditionally guaranteed certain debt securities of the Company (see Note E above). The Company has not prepared financial statements and related disclosures for Pioneer USA under separate cover because management of the Company has determined that such information is not material to investors. In accordance with practices accepted by the U.S. Securities and Exchange Commission ("SEC"), the Company has prepared Consolidating Financial Statements in order to quantify the assets of Pioneer USA as a subsidiary guarantor. The 81 82 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 following Consolidating Balance Sheets as of December 31, 1998 and 1997 and Consolidating Statements of Operations for the Years Ended December 31, 1998 and 1997 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), financial information for 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. Pioneer USA's guarantees of the Company's debt securities were executed as a result of the merger with Mesa in August 1997. Consequently, a Consolidating Statement of Operations for the year ended December 31, 1996 has not been presented. 82 83 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1998 (IN THOUSANDS) ASSETS
PIONEER NATURAL RESOURCES NON- COMPANY PIONEER GUARANTOR THE (PARENT) USA SUBSIDIARIES ELIMINATIONS COMPANY ----------- ----------- ------------ ------------ ----------- Current assets: Cash and cash equivalents............ $ 3,161 $ 37,932 $ 18,128 $ $ 59,221 Accounts receivable, trade........... 636 75,236 30,991 106,863 Affiliate receivables................ 2,240,421 (1,828,672) (408,092) 3,657 Inventories.......................... -- 8,930 6,291 15,221 Deferred income taxes................ 7,100 -- -- 7,100 Other current assets................. 87 8,868 971 9,926 ----------- ----------- ---------- ----------- Total current assets.......... 2,251,405 (1,697,706) (351,711) 201,988 ----------- ----------- ---------- ----------- Property, plant and equipment, at cost: Oil and gas properties, using the successful efforts method of accounting: Proved properties.................. -- 2,678,637 942,993 3,621,630 Unproved properties................ -- 58,989 283,600 342,589 Accumulated depletion, depreciation and amortization................... -- (753,570) (176,541) (930,111) ----------- ----------- ---------- ----------- -- 1,984,056 1,050,052 3,034,108 ----------- ----------- ---------- ----------- Deferred income taxes.................. 96,800 -- -- 96,800 Other property and equipment, net...... -- 38,229 16,781 55,010 Other assets, net...................... 9,787 43,557 40,064 93,408 Investment in subsidiaries............. 135,204 148,257 -- (283,461) -- ----------- ----------- ---------- ----------- $ 2,493,196 $ 516,393 $ 755,186 $ 3,481,314 =========== =========== ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt............................... $ 212,302 $ 1,189 $ 93,030 $ $ 306,521 Accounts payable: Trade.............................. 697 56,723 37,517 94,937 Affiliates......................... 29 4,463 -- 4,492 Other current liabilities............ 21,001 84,759 15,122 120,882 ----------- ----------- ---------- ----------- Total current liabilities..... 234,029 147,134 145,669 526,832 ----------- ----------- ---------- ----------- Long-term debt, less current maturities........................... 1,676,933 830 190,981 1,868,744 Other noncurrent liabilities........... -- 189,325 43,136 232,461 Deferred income taxes.................. -- -- 64,200 64,200 Stockholders' equity: Partners' capital.................... -- -- 22 (22) -- Common stock......................... 934 1 76 (3) 1,008 Additional paid-in capital........... 2,143,214 2,022,076 589,511 (2,406,805) 2,347,996 Treasury stock, at cost.............. (10,388) -- -- (10,388) Retained deficit..................... (1,551,526) (1,842,973) (281,312) 2,123,369 (1,552,442) Cumulative translation adjustment.... -- -- 2,903 2,903 ----------- ----------- ---------- ----------- Total stockholders' equity.... 582,234 179,104 311,200 789,077 ----------- ----------- ---------- ----------- Commitments and contingencies.......... $ 2,493,196 $ 516,393 $ 755,186 $ 3,481,314 =========== =========== ========== ===========
83 84 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1997 (IN THOUSANDS) ASSETS
PIONEER NATURAL RESOURCES NON- COMPANY PIONEER GUARANTOR THE (PARENT) USA SUBSIDIARIES ELIMINATIONS COMPANY ---------- ----------- ------------ ------------ ---------- Current assets: Cash and cash equivalents.............. $ 41 $ 49,033 $ 22,639 $ $ 71,713 Accounts receivable, trade............. 5 138,569 53,358 191,932 Affiliate receivables.................. 2,088,082 (1,673,443) (414,639) -- Inventories............................ -- 11,677 1,899 13,576 Deferred income taxes.................. 16,700 -- 200 16,900 Other current assets................... -- 10,988 3,079 14,067 ---------- ----------- ---------- ---------- Total current assets............ 2,104,828 (1,463,176) (333,464) 308,188 ---------- ----------- ---------- ---------- Property, plant and equipment, at cost: Oil and gas properties, using the successful efforts method of accounting: Proved properties.................... -- 2,453,750 1,122,221 3,575,971 Unproved properties.................. -- 98,664 446,410 545,074 Accumulated depletion, depreciation and amortization......................... -- (504,628) (100,575) (605,203) ---------- ----------- ---------- ---------- -- 2,047,786 1,468,056 3,515,842 ---------- ----------- ---------- ---------- Deferred income taxes.................... 206,400 -- -- 206,400 Other property and equipment, net........ -- 26,096 17,921 44,017 Other assets, net........................ 4,705 68,715 28,098 (22,975) 78,543 Investment in subsidiaries............... 645,113 284,046 -- (929,159) -- ---------- ----------- ---------- ---------- $2,961,046 $ 963,467 $1,180,611 $4,152,990 ========== =========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt... $ -- $ 538 $ 28,228 $ (22,975) $ 5,791 Accounts payable: Trade................................ 663 113,432 62,602 176,697 Affiliates........................... 90 9,904 -- 9,994 Other current liabilities.............. 5,771 61,648 1,651 69,070 ---------- ----------- ---------- ---------- Total current liabilities....... 6,524 185,522 92,481 261,552 ---------- ----------- ---------- ---------- Long-term debt, less current maturities............................. 1,700,500 565 242,653 1,943,718 Other noncurrent liabilities............. -- 140,668 39,607 180,275 Deferred income taxes.................... (9,853) -- 228,453 218,600 Stockholders' equity: Partners' capital...................... -- -- 401 (401) -- Common stock........................... 901 1 110 (2) 1,010 Additional paid-in capital............. 2,058,935 2,049,072 739,518 (2,487,533) 2,359,992 Treasury stock, at cost................ (21) -- -- (21) Unearned compensation.................. -- (16,196) -- (16,196) Retained deficit....................... (795,940) (1,396,165) (162,612) 1,558,777 (795,940) ---------- ----------- ---------- ---------- Total stockholders' equity...... 1,263,875 636,712 577,417 1,548,845 ---------- ----------- ---------- ---------- Commitments and contingencies............ $2,961,046 $ 963,467 $1,180,611 $4,152,990 ========== =========== ========== ==========
84 85 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
PIONEER NATURAL RESOURCES NON- CONSOLIDATED COMPANY PIONEER GUARANTOR INCOME THE (PARENT) USA SUBSIDIARIES TAX BENEFIT ELIMINATIONS COMPANY --------- --------- ------------ ------------ ------------ ---------- Revenue Oil and gas.......................... $ -- $ 523,736 $ 187,756 $ $ $ 711,492 Interest and other................... 38 7,937 2,477 10,452 Loss on disposition of assets, net... -- (477) 32 (445) --------- --------- --------- ---------- 38 531,196 190,265 721,499 --------- --------- --------- ---------- Costs and expenses: Oil and gas production............... -- 164,964 58,587 223,551 Depletion, depreciation and amortization....................... -- 225,127 112,181 337,308 Impairment of oil and gas properties......................... -- 237,529 221,990 459,519 Exploration and abandonments......... -- 71,851 50,007 121,858 General and administrative........... 2,042 57,158 13,800 73,000 Reorganization....................... -- 31,756 1,443 33,199 Interest............................. (54,237) 159,863 58,659 164,285 Equity loss from subsidiary.......... 675,142 4,358 -- (679,500) -- Other................................ 722 22,732 16,151 39,605 --------- --------- --------- ---------- 623,669 975,338 532,818 1,452,325 --------- --------- --------- ---------- Loss before income taxes............... (623,631) (444,142) (342,553) (730,826) Income tax provision................... -- (174) 107,369 (122,795) (15,600) --------- --------- --------- ---------- Net loss........................... $(623,631) $(444,316) $(235,184) $ (746,426) ========= ========= ========= ==========
85 86 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS)
PIONEER NATURAL RESOURCES NON- CONSOLIDATED COMPANY PIONEER GUARANTOR INCOME THE (PARENT) USA SUBSIDIARIES TAX BENEFIT ELIMINATIONS COMPANY ----------- ----------- ------------ ------------ ------------ ----------- Revenue Oil and gas...................... $ -- $ 453,771 $ 83,011 $ $ $ 536,782 Interest and other............... -- 5,357 873 (1,952) 4,278 Gain on disposition of assets, net............................ -- 6,062 (402) (691) 4,969 ----------- ----------- --------- ----------- -- 465,190 83,482 546,029 ----------- ----------- --------- ----------- Costs and expenses: Oil and gas production........... -- 128,644 15,526 144,170 Depletion, depreciation and amortization................... -- 166,495 45,940 212,435 Impairment of oil and gas properties..................... -- 1,220,920 135,470 1,356,390 Exploration and abandonments..... -- 67,679 9,481 77,160 General and administrative....... 613 44,766 3,384 48,763 Interest......................... 5,910 67,969 5,623 (1,952) 77,550 Equity loss from subsidiary...... 1,407,844 124,874 -- (1,532,718) -- Other............................ -- 7,065 59 7,124 ----------- ----------- --------- ----------- 1,414,367 1,828,412 215,483 1,923,592 ----------- ----------- --------- ----------- Loss before income taxes and extraordinary item............... (1,414,367) (1,363,222) (132,001) (1,377,563) Income tax benefit................. -- -- -- 500,300 500,300 ----------- ----------- --------- ----------- Loss before extraordinary item..... (1,414,367) (1,363,222) (132,001) (877,263) Extraordinary item -- loss on early extinguishment of debt net of tax.............................. -- (13,408) -- (13,408) ----------- ----------- --------- ----------- Net loss....................... $(1,414,367) $(1,376,630) $(132,001) $ (890,671) =========== =========== ========= ===========
86 87 PIONEER NATURAL RESOURCES COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997 AND 1996 CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
PIONEER NATURAL RESOURCES NON- CONSOLIDATED COMPANY PIONEER GUARANTOR INCOME TAX THE (PARENT) USA SUBSIDIARIES PROVISION ELIMINATIONS COMPANY --------- --------- ------------ ------------ ------------ --------- Cash flows from operating activities: Net loss............................... $(623,631) $(444,316) $(235,184) $(122,795) $ 679,500 $(746,426) Adjustments to reconcile net loss to net cash provided by operating activities: Depletion, depreciation and amortization....................... -- 225,127 112,181 -- 337,308 Impairment of oil and gas properties......................... -- 237,529 221,990 -- 459,519 Exploration expenses, including dry holes.............................. -- 53,903 38,408 -- -- 92,311 Deferred income taxes................ -- 174 (107,369) 125,795 18,600 (Gain) loss on disposition of assets, net................................ -- 477 (32) -- 445 Other noncash items.................. 685,032 44,181 16,587 -- (679,500) 66,300 Changes in working capital............... (212,716) 196,284 105,451 (3,000) 86,019 --------- --------- --------- --------- --------- Net cash provided by (used in) operating activities........... (151,315) 313,359 152,032 -- 314,076 --------- --------- --------- --------- --------- Cash flows from investing activities: Proceeds from disposition of assets.... -- 13,791 8,085 -- 21,876 Additions to oil and gas properties.... -- (309,639) (197,698) -- (507,337) Other property additions, net.......... -- (15,862) (15,684) -- (31,546) --------- --------- --------- --------- --------- Net cash used in investing activities..................... -- (311,710) (205,297) -- (517,007) --------- --------- --------- --------- --------- Cash flows from financing activities: Borrowings under long-term debt........ 886,008 -- 61,172 -- 947,180 Principal payments on long-term debt... (704,857) (1,326) (5,341) -- (711,524) Payment of noncurrent liabilities...... -- (11,424) (5,667) -- (17,091) Dividends.............................. (9,160) -- (916) -- (10,076) Purchase of treasury stock............. (10,367) -- -- -- (10,367) Deferred loan fees/issuance costs...... (7,189) -- -- -- (7,189) --------- --------- --------- --------- --------- Net cash provided by (used in) financing activities........... 154,435 (12,750) 49,248 -- 190,933 --------- --------- --------- --------- --------- Net increase (decrease) in cash and cash equivalents............................ 3,120 (11,101) (4,017) -- (11,998) Effect of exchange rate changes on cash and cash equivalents................... -- -- (494) -- (494) Cash and cash equivalents, beginning of period................................. 41 49,033 22,639 -- 71,713 --------- --------- --------- --------- --------- Cash and cash equivalents, end of period................................. $ 3,161 $ 37,932 $ 18,128 $ -- $ 59,221 ========= ========= ========= ========= =========
87 88 PIONEER NATURAL RESOURCES COMPANY UNAUDITED SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 CAPITALIZED COSTS
DECEMBER 31, ------------------------ 1998 1997 ---------- ---------- (IN THOUSANDS) Oil and Gas Properties: Proved.................................................... $3,621,630 $3,575,971 Unproved.................................................. 342,589 545,074 ---------- ---------- 3,964,219 4,121,045 Less accumulated depletion................................ (930,111) (605,203) ---------- ---------- Net capitalized costs for oil and gas properties.......... $3,034,108 $3,515,842 ========== ==========
COSTS INCURRED FOR OIL AND GAS PRODUCING ACTIVITIES
PROPERTY ACQUISITION COST TOTAL ------------------------ EXPLORATION DEVELOPMENT COSTS PROVED UNPROVED(a) COSTS COSTS INCURRED ---------- ----------- ----------- ----------- ---------- (IN THOUSANDS) Year ended December 31, 1998: United States................... $ 19,658 $ 34,092 $ 62,747 $213,943 $ 330,440 Argentina....................... 4,504 67,010 22,521 39,049 133,084 Canada.......................... 1,185 (93,349) 21,871 47,550 (22,743) Other foreign(b)................ (136) -- 21,706 412 21,982 ---------- -------- -------- -------- ---------- Total costs incurred.... $ 25,211 $ 7,753 $128,845 $300,954 $ 462,763 ========== ======== ======== ======== ========== Year ended December 31, 1997: United States................... $2,623,993 $ 91,373 $ 88,710 $243,119 $3,047,195 Argentina....................... 430,607 252,343 1,822 3,927 688,699 Canada.......................... 287,787 194,067 -- -- 481,854 Other foreign(c)................ -- 332 5,442 -- 5,774 ---------- -------- -------- -------- ---------- Total costs incurred.... $3,342,387 $538,115 $ 95,974 $247,046 $4,223,522 ========== ======== ======== ======== ========== Year ended December 31, 1996: United States................... $ 15,699 $ 5,255 $ 31,568 $168,553 $ 221,075 Foreign(d)...................... 18 -- 7,240 4,659 11,917 ---------- -------- -------- -------- ---------- Total costs incurred.... $ 15,717 $ 5,255 $ 38,808 $173,212 $ 232,992 ========== ======== ======== ======== ==========
- --------------- (a) Includes 1998 Chauvco purchase price adjustments of $59.9 million for Argentina and $(99.4) million for Canada. (b) Primarily relates to the drilling of five wells in South Africa. (c) Primarily relates to an unsuccessful well in Guatemala. (d) Includes $7.4 million of expenditures related to the Company's Australian properties prior to their sale in 1996. The remainder relates to the Company's interests in Argentine properties. 88 89 PIONEER NATURAL RESOURCES COMPANY UNAUDITED SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 RESULTS OF OPERATIONS Information about the Company's results of operations for oil and gas producing operations is presented in accordance with SFAS 69 and SFAS 131 in Note P to the accompanying Notes to Consolidated Financial Statements. RESERVE QUANTITY INFORMATION The estimates of the Company's proved oil and gas reserves, which are located principally in the United States, Argentina and Canada are prepared by the Company's engineers. Reserves were estimated in accordance with guidelines established by the SEC and the Financial Accounting Standards Board, which require that reserve estimates be prepared under existing economic and operating conditions with no provision for price and cost escalations except by contractual arrangements. The reserve estimates for 1998, 1997 and 1996 utilize respective oil prices of $10.09, $16.89 and $24.55 per Bbl (reflecting adjustments for oil quality and gathering and transportation costs), and gas prices of $1.64, $2.06 and $3.97 per Mcf (reflecting adjustments for BTU content, gathering and transportation costs and gas processing and shrinkage). The reserve estimates for 1998 and 1997 utilize respective NGL prices of $6.81 and $12.79 per Bbl. Oil and gas reserve quantity estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of subsequent drilling, testing and production may cause either upward or downward revision of previous estimates. Further, the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future. 89 90 PIONEER NATURAL RESOURCES COMPANY UNAUDITED SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 OIL AND GAS PRODUCING ACTIVITIES
1998 1997 1996 ------------------------------ ----------------------------- ---------------------------- OIL OIL OIL & NGLS GAS & NGLS GAS & NGLS GAS (MBbls) (MMcf) MBOE (MBBls) (MMcf) MBOE (MBbls) (MMCF) MBOE ------- --------- -------- ------- --------- ------- ------- -------- ------- TOTAL PROVED RESERVES: UNITED STATES Balance, January 1............... 329,316 1,719,130 615,838 162,836 828,268 300,881 134,891 778,609 264,659 Revisions of previous estimates...................... (34,211) (32,113) (39,563) 70,063 (100,755) 53,271 42,614 151,095 67,797 Purchases of minerals in place... -- -- -- 121,286 1,147,921 312,606 300 11,494 2,216 New discoveries and extensions... 183 3,438 756 1,109 7,659 2,385 760 17,607 3,694 Production....................... (25,327) (137,741) (48,284) (17,737) (104,868) (35,215) (10,872) (73,924) (23,193) Sales of minerals-in-place....... (323) (7,070) (1,501) (8,241) (59,095) (18,090) (4,857) (56,613) (14,292) ------- --------- -------- ------- --------- ------- ------- -------- ------- Balance, December 31............. 269,638 1,545,644 527,246 329,316 1,719,130 615,838 162,836 828,268 300,881 CANADA Balance, January 1............... 22,796 207,868 57,441 -- -- -- -- -- -- Revisions of previous estimates...................... (6,905) 60,247 3,135 -- -- -- -- -- -- Purchases of minerals-in-place... 2 -- 2 22,796 207,868 57,441 -- -- -- New discoveries and extensions... 261 5,951 1,253 -- -- -- -- -- -- Production....................... (3,596) (19,371) (6,824) -- -- -- -- -- -- Sales of minerals-in-place....... (111) (5,465) (1,022) -- -- -- -- -- -- ------- --------- -------- ------- --------- ------- ------- -------- ------- Balance, December 31............. 12,447 249,230 53,985 22,796 207,868 57,441 -- -- -- AUSTRALIA Balance, January 1............... -- -- -- -- -- -- 12,443 118,297 32,159 Revisions of previous estimates...................... -- -- -- -- -- -- -- -- -- Purchases of minerals-in-place... -- -- -- -- -- -- -- -- -- New discoveries and extensions... -- -- -- -- -- -- -- -- -- Production....................... -- -- -- -- -- -- (349) (1,927) (669) Sales of minerals-in-place....... -- -- -- -- -- -- (12,094) (116,370) (31,490) ------- --------- -------- ------- --------- ------- ------- -------- ------- Balance, December 31............. -- -- -- -- -- -- -- -- -- ARGENTINA Balance, January 1............... 31,612 340,392 88,344 1,105 1,108 1,290 -- -- -- Revisions of previous estimates...................... (7,615) 76,843 5,192 (259) (1,108) (444) -- -- -- Purchases of minerals-in-place... -- -- -- 30,914 340,392 87,646 -- -- -- New discoveries and extensions... 3,522 37,900 9,839 -- -- -- 1,159 1,108 1,344 Production....................... (3,300) (26,801) (7,767) (148) -- (148) (54) -- (54) Sales of minerals-in-place....... -- -- -- -- -- -- -- -- -- ------- --------- -------- ------- --------- ------- ------- -------- ------- Balance, December 31............. 24,219 428,334 95,608 31,612 340,392 88,344 1,105 1,108 1,290 TOTAL Balance, January 1............... 383,724 2,267,390 761,623 163,941 829,376 302,171 147,334 896,906 296,818 Revisions of previous estimates...................... (48,731) 104,977 (31,236) 69,804 (101,863) 52,827 42,614 151,095 67,797 Purchases of minerals-in-place... 2 -- 2 174,996 1,696,181 457,693 300 11,494 2,216 New discoveries and extensions... 3,966 47,289 11,848 1,109 7,659 2,385 1,919 18,715 5,038 Production....................... (32,223) (183,913) (62,875) (17,885) (104,868) (35,363) (11,275) (75,851) (23,916) Sales of minerals-in-place....... (434) (12,535) (2,523) (8,241) (59,095) (18,090) (16,951) (172,983) (45,782) ------- --------- -------- ------- --------- ------- ------- -------- ------- Balance, December 31............. 306,304 2,223,208 676,839 383,724 2,267,390 761,623 163,941 829,376 302,171 ======= ========= ======== ======= ========= ======= ======= ======== ======= PROVED DEVELOPED RESERVES: January 1...................... 329,920 1,956,658 656,030 126,370 660,174 236,399 108,920 646,066 216,598 ======= ========= ======== ======= ========= ======= ======= ======== ======= December 31.................... 274,953 2,001,775 608,582 329,920 1,956,658 656,030 126,370 660,174 236,399 ======= ========= ======== ======= ========= ======= ======= ======== =======
90 91 PIONEER NATURAL RESOURCES COMPANY UNAUDITED SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS The standardized measure of discounted future net cash flows is computed by applying year-end prices of oil and gas (with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved oil and gas reserves less estimated future expenditures (based on year-end costs) to be incurred in developing and producing the proved reserves, discounted using a rate of 10% per year to reflect the estimated timing of the future cash flows. Future income taxes are calculated by comparing discounted future cash flows to the tax basis of oil and gas properties plus available carryforwards and credits and applying the current tax rates to the difference. Discounted future cash flow estimates like those shown below are not intended to represent estimates of the fair value of oil and gas properties. Estimates of fair value should also consider probable reserves, anticipated future oil and gas prices, interest rates, changes in development and production costs and risks associated with future production. Because of these and other considerations, any estimate of fair value is necessarily subjective and imprecise. 91 92 PIONEER NATURAL RESOURCES COMPANY UNAUDITED SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
FOR THE YEAR ENDED DECEMBER 31, --------------------------------------- 1998 1997 1996 ----------- ----------- ----------- (IN THOUSANDS) UNITED STATES Oil and gas producing activities: Future cash inflows................................. $ 5,050,473 $ 8,936,044 $ 7,280,710 Future production costs............................. (2,281,406) (3,185,357) (2,325,274) Future development costs............................ (227,727) (325,659) (196,410) Future income tax expense........................... -- (860,632) (1,385,399) ----------- ----------- ----------- 2,541,340 4,564,396 3,373,627 10% annual discount factor.......................... (1,314,471) (2,067,371) (1,574,103) ----------- ----------- ----------- Standardized measure of discounted future net cash flows............................................ $ 1,226,869 $ 2,497,025 $ 1,799,524 =========== =========== =========== ARGENTINA Oil and gas producing activities: Future cash inflows................................. $ 686,911 $ 912,688 $ 28,211 Future production costs............................. (196,446) (168,105) (8,099) Future development costs............................ (45,710) (137,060) (4,456) Future income tax expense........................... -- (60,069) -- ----------- ----------- ----------- 444,755 547,454 15,656 10% annual discount factor.......................... (211,956) (201,732) (7,615) ----------- ----------- ----------- Standardized measure of discounted future net cash flows............................................ $ 232,799 $ 345,722 $ 8,041 =========== =========== =========== CANADA Oil and gas producing activities: Future cash inflows................................. $ 526,844 $ 662,104 $ -- Future production costs............................. (163,414) (223,325) -- Future development costs............................ (49,380) (48,323) -- Future income tax expense........................... (30,797) (79,044) -- ----------- ----------- ----------- 283,253 311,412 -- 10% annual discount factor.......................... (94,113) (102,395) -- ----------- ----------- ----------- Standardized measure of discounted future net cash flows............................................ $ 189,140 $ 209,017 $ -- =========== =========== =========== TOTAL Oil and gas producing activities: Future cash inflows................................. $ 6,264,228 $10,510,836 $ 7,308,921 Future production costs............................. (2,641,266) (3,576,787) (2,333,373) Future development costs............................ (322,817) (511,042) (200,866) Future income tax expense........................... (30,797) (999,745) (1,385,399) ----------- ----------- ----------- 3,269,348 5,423,262 3,389,283 10% annual discount factor.......................... (1,620,540) (2,371,498) (1,581,718) ----------- ----------- ----------- Standardized measure of discounted future net cash flows............................................ $ 1,648,808 $ 3,051,764 $ 1,807,565 =========== =========== ===========
92 93 PIONEER NATURAL RESOURCES COMPANY UNAUDITED SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 OIL AND GAS PRODUCING ACTIVITIES
FOR THE YEAR ENDED DECEMBER 31, -------------------------------------- 1998 1997 1996 ----------- ----------- ---------- (IN THOUSANDS) Oil and gas sales, net of production costs............ $ (487,942) $ (392,612) $ (286,597) Net changes in prices and production costs............ (1,281,944) (1,034,678) 866,196 Extensions and discoveries............................ 44,018 19,993 53,314 Sales of minerals-in-place............................ (12,748) (126,879) (185,859) Purchases of minerals-in-place........................ 3 1,880,570 20,606 Revisions of estimated future development costs....... (2,777) (15,158) (73,587) Revisions of previous quantity estimates.............. (68,086) 240,375 569,529 Accretion of discount................................. 307,567 234,537 123,174 Changes in production rates, timing and other......... 75,045 (99,753) (106,896) ----------- ----------- ---------- Change in present value of future net reserves........ (1,426,864) 706,395 979,880 Net change in present value of future income taxes.... 23,908 537,804 (376,104) ----------- ----------- ---------- (1,402,956) 1,244,199 603,776 Balance, beginning of year............................ 3,051,764 1,807,565 1,203,789 ----------- ----------- ---------- Balance, end of year.................................. $ 1,648,808 $ 3,051,764 $1,807,565 =========== =========== ==========
SELECTED QUARTERLY FINANCIAL RESULTS
QUARTER ------------------------------------------- FIRST SECOND THIRD FOURTH -------- -------- -------- ---------- (IN THOUSANDS EXCEPT PER SHARE DATA) 1998 Operating revenues............................. $197,369 $183,647 $173,462 $ 157,014 Total revenues................................. $198,557 $185,107 $178,869 $ 158,966 Costs and expenses............................. $238,801 $235,616 $247,071 $ 730,837 Net loss....................................... $(26,844) $(32,809) $(43,902) $ (642,871) Net loss per share............................. $ (.27) $ (.33) $ (.44) $ (6.41) 1997 Operating revenues............................. $103,779 $ 94,847 $150,354 $ 187,802 Total revenues................................. $106,707 $ 97,389 $151,278 $ 190,655 Costs and expenses............................. $ 77,994 $ 85,576 $168,326 $1,591,696 Income (loss) before extraordinary item........ $ 18,613 $ 7,413 $(11,048) $ (892,241) Net income (loss).............................. $ 18,613 $ 7,413 $(12,566) $ (904,131) Income (loss) before extraordinary item per share....................................... $ .53 $ .21 $ (.18) $ (11.43) Net income (loss) per share.................... $ .53 $ .21 $ (.21) $ (11.58)
93 94 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE At a meeting held on December 5, 1997, the Board of Directors of the Company approved the engagement of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 1998 to replace the firm of KPMG LLP, who were dismissed as auditors of the Company after completing the audit of the Company for the fiscal year ending December 31, 1997. The audit committee of the Board of Directors approved the change in auditors on December 5, 1997, subject to ratification by the Company's stockholders. The reports of KPMG LLP on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company's financial statements for each of the two fiscal years ended December 31, 1997 and 1996, there were no disagreements with KPMG LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of KPMG LLP would have caused KPMG LLP to make reference to the matter in their report. The Company received from KPMG LLP a letter addressed to the Securities and Exchange Commission stating that KPMG LLP agrees with the above statements. A copy of the letter was included as Exhibit 16.1 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 1997. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below are the names, ages, and positions of the Company's directors and executive officers as of February 26, 1999.
NAME AGE POSITION - ---- --- -------- I. Jon Brumley.......................... 60 Chairman of the Board of Directors and Director Scott D. Sheffield...................... 46 President, Chief Executive Officer and Director Timothy L. Dove......................... 42 Executive Vice President -- Business Development Dennis E. Fagerstone.................... 50 Executive Vice President Lon C. Kile............................. 43 Executive Vice President M. Garrett Smith........................ 37 Executive Vice President and Chief Financial Officer Mark L. Withrow......................... 51 Executive Vice President, General Counsel and Secretary James R. Baroffio....................... 67 Director R. Hartwell Gardner..................... 64 Director Kenneth A. Hersh........................ 36 Director James L. Houghton....................... 68 Director Jerry P. Jones.......................... 67 Director Richard E. Rainwater.................... 54 Director Charles E. Ramsey, Jr................... 62 Director
94 95
NAME AGE POSITION - ---- --- -------- Philip B. Smith......................... 47 Director Robert L. Stillwell..................... 62 Director
The Company has classified its Board of Directors into three classes. Directors in each class are elected to serve for three-year terms and until their successors are elected and qualified. Each year, the directors of one class stand for re-election as their terms of office expire. Messrs. Baroffio, Hersh, Sheffield and Stillwell are designated as Class II directors, and their terms of office expire at the Annual Meeting. Messrs. Gardner, Houghton and Philip Smith are designated as Class I directors, and their terms of office expire at the annual meeting of stockholders in 2001. Messrs. Brumley, Jones, Rainwater and Ramsey are designated as Class III directors, and their terms of office expire at the annual meeting of stockholders in 2000. Effective March 18, 1999, Mr. Jones resigned as a Class II director and was re-appointed as a Class III director. Since the last annual meeting of stockholders, three directors of the Company, T. Boone Pickens, Arthur L. Smith and Guy J. Turcotte, voluntarily resigned as directors of the Company. None of such resignations was the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. Members of the current Board of Directors (other than Mr. Baroffio) were appointed under the terms of the merger agreement between Parker & Parsley and Mesa. Mr. Baroffio became a director in December 1997 under the terms of the combination agreement between the Company and Chauvco. Executive officers serve at the discretion of the Board of Directors. Set forth below is biographical information about each of the Company's directors and executive officers. I. Jon Brumley. Mr. Brumley, a graduate of the University of Texas with a B.A. and of the Wharton School of Finance and Commerce with an M.B.A., has served as Chairman of the Board of Directors of the Company since August 1997. Mr. Brumley was also an employee of the Company from August 1997 until May 1998. Mr. Brumley currently serves as Chairman of the Board of Directors of Encore Acquisition Partners Inc., an independent oil and gas company that he founded in April 1998. Mr. Brumley served as Chairman of the Board of Directors and Chief Executive Officer of Mesa from August 1996 until August 1997. He also co-founded Cross Timbers Oil Company and served as its Chairman of the Board from 1986 to mid-1996. Mr. Brumley served as President and Chief Executive Officer of Southland Royalty Company from 1974 until 1985. Scott D. Sheffield. Mr. Sheffield, a graduate of the University of Texas with a Bachelor of Science degree in Petroleum Engineering, has been the President and Chief Executive Officer of the Company since August 1997. He was the President and a director of Parker & Parsley since May 1990 and was the Chairman of the Board and Chief Executive Officer of Parker & Parsley since October 1990. Mr. Sheffield was the sole director of Parker & Parsley from May 1990 until October 1990. Mr. Sheffield joined Parker & Parsley Development Company ("PPDC"), a predecessor of Parker & Parsley, as a petroleum engineer in 1979. Mr. Sheffield served as Vice President -- Engineering of PPDC from September 1981 until April 1985, when he was elected President and a director. In March 1989, Mr. Sheffield was elected Chairman of the Board and Chief Executive Officer of PPDC. Before joining PPDC's predecessor, Mr. Sheffield was employed as a production and reservoir engineer for Amoco Production Company. Timothy L. Dove. Mr. Dove became Executive Vice President -- Business Development of the Company in August 1997. Mr. Dove joined Parker & Parsley in May 1994 as Vice President -- International and was promoted to Senior Vice President -- Business Development in October 1996, in which position he served until August 1997. Before joining Parker & Parsley, Mr. Dove was employed with Diamond Shamrock Corp., and its successor, Maxus Energy Corp, in various capacities in international exploration and production, marketing, refining, and planning and development. Mr. Dove earned a Bachelor of Science degree in Mechanical Engineering from Massachusetts Institute of Technology in 1979 and received his M.B.A. in 1981 from the University of Chicago. Dennis E. Fagerstone. Mr. Fagerstone, a graduate of the Colorado School of Mines with a B.S. in Petroleum Engineering, became an Executive Vice President of the Company in August 1997. Mr. Fagerstone 95 96 served as Executive Vice President and Chief Operating Officer of Mesa from March 1997, until August 1997. Mr. Fagerstone served as Senior Vice President and Chief Operating Officer of Mesa from October 1996 to February 1997, and served as Vice President -- Exploration and Production of Mesa from May 1991 to October 1996. Mr. Fagerstone served as Vice President -- Operations of Mesa from June 1988 until May 1991. Lon C. Kile. Mr. Kile, a graduate of Oklahoma State University with a Bachelor of Business Administration degree in Accounting, became Executive Vice President of the Company in August 1997. Mr. Kile joined Parker & Parsley in 1985 and was promoted to Senior Vice President -- Investor Relations in October 1996. Previously, he was Vice President and Manager of the Mid-Continent Division. Prior to that he held the positions of Vice President -- Equity Finance & Analysis and Vice President -- Marketing and Program Administration. Before joining Parker & Parsley, he was employed as Supervisor -- Senior, Audit, in charge of Parker & Parsley's audit, with Arthur & Young. M. Garrett Smith. Mr. Smith, a graduate of the University of Texas with a Bachelor of Science degree in Electrical Engineering and Southern Methodist University with an M.B.A., became Executive Vice President and Chief Financial Officer of the Company in December 1997. Prior to that he was Senior Vice President -- Finance of the Company since August 1997. Mr. Smith served as Vice President -- Corporate Acquisitions of Mesa from January 1997 until August 1997. From October 1996 to December 1996, Mr. Smith served as Vice President -- Finance of Mesa and from 1994 to 1996, he served as Director of Financial Planning of Mesa. Mr. Smith was employed by BTC Partners, Inc. (a former financial advisor to Mesa) from 1989 to 1994. Mark L. Withrow. Mr. Withrow, a graduate of Abilene Christian University with a Bachelor of Science degree in Accounting and Texas Tech University with a Juris Doctorate degree, has been the Executive Vice President, General Counsel and Secretary of the Company since August 1997. He served as Vice President -- General Counsel of Parker & Parsley from February 1991 until January 1995, and served as Senior Vice President, General Counsel of Parker & Parsley from January 1995 until August 1997. He was Parker & Parsley's Secretary from August 1992 until August 1997. Mr. Withrow joined PPDC in January 1991. Before joining PPDC, Mr. Withrow was the managing partner of the law firm of Turpin, Smith, Dyer, Saxe & MacDonald, Midland, Texas. James R. Baroffio. Dr. Baroffio received a B.A. in Geology at the College of Wooster, Ohio, an M.S. in Geology at Ohio State University, and a Ph.D. in Geology at the University of Illinois. Before becoming a director of the Company in December 1997, Dr. Baroffio enjoyed a long career with Standard Oil Company of California, the predecessor of Chevron Corporation, eventually retiring as President of Chevron Canada Resources in 1994. Dr. Baroffio was President-elect of the Colorado Petroleum Association, a member of the Board of Directors of the Rocky Mountain Oil & Gas Association, and Chairman of the U.S. National Committee of the World Petroleum Congress. His community leadership positions included membership on the Board of Directors of Glenbow Museum and the Nature Conservancy of Canada, as well as serving as President of the Alberta Nature Conservancy. R. Hartwell Gardner. Mr. Gardner became a director of the Company in August 1997. He served as a director of Parker & Parsley from November 1995 until August 1997. Mr. Gardner graduated from Colgate University with a Bachelor of Arts degree in Economics and then earned an M.B.A. from Harvard University. Until October 1, 1995, Mr. Gardner was the Treasurer of Mobil Oil Corporation and Mobil Corporation from 1974 and 1976, respectively. Mr. Gardner is a member of the Financial Executives Institute of which he served as Chairman in 1986/1987 and is a Director of Oil Investment Corporation Ltd. and Oil Casualty Investment Corporation Ltd., Pembroke, Bermuda. Kenneth A. Hersh. Mr. Hersh, who became a director of the Company in August 1997, has been a Managing Director of Natural Gas Partners ("NGP") since 1989. NGP is a family of investment funds organized to make equity investments in oil and gas companies. Previously, he was employed by the investment banking division of Morgan Stanley & Co. Incorporated where he was a member of the firm's energy group specializing in oil and gas financing and acquisition transactions. Mr. Hersh is a director of HS Resources, Inc., Petroglyph Energy, Inc., Titan Exploration, Inc. and Vista Energy Resources, Inc. 96 97 Mr. Hersh earned his M.B.A. from the Stanford University Graduate School of Business, and his undergraduate degree from Princeton University. James L. Houghton. Mr. Houghton is a certified public accountant and a graduate of Kansas University with a Bachelor of Science degree in Accounting, as well as a Bachelor of Laws degree. Mr. Houghton has served as a director of the Company since August 1997, and as a director of Parker & Parsley from October 1991 until August 1997. Until October 1, 1991, Mr. Houghton was the lead oil and gas tax specialist for the accounting firm of Ernst & Young, was a member of Ernst & Young's National Energy Group, and had served as its Southwest Regional Director of Tax. Mr. Houghton is a member of the American Institute of Certified Public Accountants, a member of the Oklahoma Society of Certified Public Accountants and a former Chairman of its Federal and Oklahoma Taxation Committee and past President of the Oklahoma Institute on Taxation. He has also served as a Director for the Independent Petroleum Association of America and as a member of its Tax Committee. Jerry P. Jones. Mr. Jones earned a Bachelor of Science degree from West Texas State College in 1953 and a Bachelor of Law degree from the University of Texas School of Law in 1959. Mr. Jones has served as a director of the Company since August 1997, and as a director of Parker & Parsley from May 1991 until August 1997. Mr. Jones has been an attorney with the law firm of Thompson & Knight, P.C., Dallas, Texas, since September 1959 and was a shareholder in that firm until January 1998, when he retired and became of counsel to the firm. Mr. Jones specialized in civil litigation, especially in the area of energy disputes. Richard E. Rainwater. Mr. Rainwater, a graduate of the University of Texas with a B.A. and the Stanford University Graduate School of Business with an M.B.A., became a director of the Company in August 1997. He served as a director of Mesa from July 1996 until August 1997. Since 1986, Mr. Rainwater has been an independent investor and the sole shareholder and Chairman of Rainwater, Inc. Mr. Rainwater was the founder of Crescent Real Estate Equities, Inc. in 1994, and since that time has served as its Chairman of the Board. He was the co-founder of Mid Ocean Limited in 1991, the founder of Columbia Hospital Corporation (predecessor to Columbia/HCA Healthcare Corporation) in 1987, and the founder of ENSCO International, Inc. in 1986. From 1970 until 1986, Mr. Rainwater served as the Chief Investment Advisor to the Bass Family of Texas. Charles E. Ramsey, Jr. Mr. Ramsey is a graduate of the Colorado School of Mines with a Petroleum Engineering degree and a graduate of the Smaller Company Management program at the Harvard Graduate School of Business Administration. Mr. Ramsey has served as a director of the Company since August 1997. Mr. Ramsey served as a director of Parker & Parsley from October 1991 until August 1997. Since October 1991, he has operated an independent management and financial consulting firm. From June 1958 until June 1986, Mr. Ramsey held various engineering and management positions in the oil and gas industry and, for six years before October 1991, was a Senior Vice President in the Corporate Finance Department of Dean Witter Reynolds Inc. (Dallas, Texas office). His industry experience includes 12 years of senior management experience in the positions of President, Chief Executive Officer and Executive Vice President of May Petroleum Inc. Mr. Ramsey is also a former director of MBank Dallas, the Dallas Petroleum Club and Lear Petroleum Corporation. Philip B. Smith. Mr. Smith, a graduate of Oklahoma State University with a B.S. in mechanical engineering and the University of Tulsa with an M.B.A., has served as a director of the Company since August 1997. He served as a director of Mesa from July 1996 until August 1997. In 1996, Mr. Smith founded PRIZE Petroleum, L.L.C., an owner of Sunterra Petroleum, L.L.C. From 1991 until 1996, Mr. Smith served as President, Chief Executive Officer and a director of Tide West Oil Company. From 1986 until 1991, he served as Senior Vice President of Mega Natural Gas Company, and from 1980 until 1986 he held executive positions with two small exploration and production companies. From 1976 until 1980, Mr. Smith held various positions with Samson Resources Company, and from 1974 until 1976 he was a production engineer with Texaco Inc. Mr. Smith is a director of HS Resources, Inc. Robert L. Stillwell. Mr. Stillwell, a graduate of the University of Texas with a B.B.A. and the University of Texas School of Law with a J.D., has served as a director of the Company since August 1997. He served as a director of Mesa from January 1992 until August 1997, as a member of the Advisory Committee of Mesa, 97 98 L.P., a predecessor of Mesa, from December 1985 until December 1991, and as a director of Mesa in its original corporate form from 1968 until January 1987. Mr. Stillwell has been a partner in the law firm of Baker & Botts, L.L.P., for more than five years. In addition to the directors of the Company, Edward O. Vetter and John S. Herrington will serve as Senior Advisors to the Board of Directors until May 31, 1999. Each of Messrs. Vetter and Herrington receives an annual fee of $20,000 cash for his services as Senior Advisor. Mr. Vetter, a graduate of the Massachusetts Institute of Technology, served as a director of Parker & Parsley from February 1992 until August 1997, and has in the past served as director of AMR Corporation, American Airlines, Inc., Cabot Corporation, The Western Company of North America and Champion International Corporation. Since 1977, Mr. Vetter has been President of Edward O. Vetter & Associates, a management consulting firm in Dallas, Texas. Mr. Vetter was the Energy Advisor to the Governor of Texas from 1979 to 1983, was chairman of the Texas Department of Commerce from 1987 to 1991, and was a Presidential appointee to the U.S. Competitiveness Policy Council. He is a life trustee of the Massachusetts Institute of Technology and a former member of the National Petroleum Council. Mr. Herrington, a graduate of Stanford University with a B.A. in Economics, and the University of California Hastings College of Law with a J.D. and L.L.B., was a director of the Company from August 1997 until May 1998. He served as a director of Mesa from January 1992 until August 1997. Since December 1991, Mr. Herrington has been involved in personal investments and real estate activities. He was Chairman of the Board of Harcourt Brace Jovanovich, Inc. (publishing) from May 1990 until November 1991, and served as a director from May 1989 until May 1990. Mr. Herrington served as the Secretary of the Department of Energy of the United States from February 1985 until May 1990. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The executive officers and directors of the Company are required to file reports with the Securities and Exchange Commission, and with the various Canadian provincial securities commissions (the "Canadian Commissions"), disclosing the amount and nature of their beneficial ownership in common stock, as well as changes in that ownership. Pursuant to applicable Canadian policies, the executive officers and directors of the Company are exempted from filing reports with the Canadian Commissions, provided that they timely file all reports required to be filed with the Securities and Exchange Commission. Based solely on its review of reports and written representations that the Company has received, the Company is aware that Scott D. Sheffield, the President and Chief Executive Officer of the Company, did not timely file three reports on Form 4 covering six transactions effected in 1998. Other than as discussed above, the Company believes that all required reports were filed on time for 1998. ITEM 11. EXECUTIVE COMPENSATION The Company began operations upon completion of the merger of Parker & Parsley and Mesa on August 7, 1997. Information about management compensation for periods before that date refers to compensation that either of the predecessor companies paid. COMPENSATION OF DIRECTORS Currently, each non-employee director receives an annual retainer fee of $50,000 if the director serves on a committee and $40,000 if he does not. In addition, each non-employee director is reimbursed for travel expenses to attend meetings of the Board of Directors or its committees and an additional $2,500 for services as chairman of a committee. No additional fees are paid for attendance at board or committee meetings. Executive officers of the Company do not receive additional compensation for serving on the Board of Directors. Under the Plan, each non-employee director automatically receives 50 percent (and may elect to receive 100 percent) of the director's annual retainer fee in the form of common stock instead of cash on the last 98 99 business day of the month in which the annual meeting of stockholders is held. The number of shares included in each award is determined by dividing the applicable percentage of the annual retainer fee by the closing sale price of common stock on the business day immediately preceding the date of the award. When issued, the shares of common stock awarded are subject to transfer restrictions that lapse on the earlier of the next annual meeting of stockholders or the first anniversary date of the award if the person has continued as a director through that date. If a non-employee director's services as a director are terminated for any reason before the earlier of the next annual meeting of stockholders or the first anniversary of the date of the grant, transfer restrictions on some of the shares will lapse (and the rest of the shares will be forfeited) based on the number of regularly scheduled meetings of the Board of Directors that were held since the last annual meeting and the number of regularly scheduled meetings remaining to be held before the next annual meeting of stockholders. The vesting of ownership and the lapse of transfer restrictions may be accelerated upon the death, disability or retirement of the director or a change in control of the Company. On May 29, 1998, each non-employee director received the following awards of common stock in lieu of cash retainer fees (which were based on a closing sale price of $22.8125 for the common stock): Messrs. Brumley, Gardner and Hersh received awards of 2,191 shares; Messrs. Baroffio and Rainwater received awards of 1,753 shares; Messrs. Houghton, Jones, Ramsey and Smith received awards of 1,095 shares; and Mr. Stillwell received an award of 876 shares. Messrs. Brumley, Gardner and Hersh were the only directors who elected to receive 100 percent of their retainers in common stock. COMPENSATION OF EXECUTIVE OFFICERS The compensation paid to the Company's executive officers generally consists of base salaries, annual bonuses, awards under the Plan, contributions to the Company's 401(k) retirement plan, and miscellaneous perquisites. The following table summarizes the total compensation for 1998, 1997, and 1996 awarded to, earned by or paid to the following persons: SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION AWARDS ANNUAL COMPENSATION ----------------------- ------------------------------------- VALUE OF SHARES OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(a) COMPENSATION(b) STOCK(c) OPTIONS(d) COMPENSATION(e) - --------------------------- ---- -------- -------- --------------- ---------- ---------- --------------- I. Jon Brumley(f)............... 1998 $225,000 $ -- $ 60,285 $ -- -- $ 36,445 Chairman of the Board 1997 537,525 360,000 121,198 2,234,625 90,000 36,037 1996 180,142 -- -- -- 228,571 18,014 Scott D. Sheffield(g)........... 1998 600,000 216,000 16,734 -- 90,000 123,252 President and 1997 518,875 360,000 838,075 2,234,625 90,000 105,996 Chief Executive Officer 1996 390,000 375,375 47,770 -- 70,000 87,990 Dennis E. Fagerstone............ 1998 275,000 92,812 8,076 -- 35,000 37,757 Executive Vice President 1997 259,387 123,750 61,985 871,125 35,000 27,149 1996 212,490 90,000 -- -- 71,428 30,249 Mel Fischer(h).................. 1998 285,000 76,950 18,897 -- -- 44,500 Executive Vice President 1997 255,833 128,250 346,438 871,125 56,000 33,787 - -- World Wide Exploration 1996 -- -- -- -- -- -- Mark L. Withrow(g).............. 1998 250,000 84,376 60,882 -- 35,000 61,178 Executive Vice President 1997 228,000 112,500 382,020 871,125 35,000 51,835 and General Counsel 1996 175,000 201,737 33,021 59,500 21,000 43,103 M. Garrett Smith................ 1998 250,000 84,376 7,457 -- 35,000 36,559 Executive Vice President 1997 214,000 105,750 44,386 871,125 35,000 15,812 and Chief Financial Officer 1996 137,490 200,000 -- -- 50,000 33,749
- --------------- (a) Represents the amount awarded under the Company's annual bonus program and bonus awards related to specific events. The 1998 annual bonus was approved on February 24, 1999, and paid fully in cash. The 1997 annual bonus was paid one-half in cash and one-half in restricted common stock. Subject to accelerated lapse in certain circumstances, the ownership of the stock vests after one year, and transfer restrictions lapse on one-third of the shares on each of the first, second and third anniversaries of the date of grant. In 1996, Mr. Withrow received one-half of a previously established target level bonus in 99 100 restricted stock and the other one-half of target plus any excess above target in cash. The number of shares of restricted stock awarded as annual bonuses was calculated using the last closing sale price of the common stock before the date of the award $(22.375 for 1997 and $30.125 for 1996). Ownership of the restricted stock awarded in 1996 vested on August 13, 1997 and ownership of the restricted stock awarded for 1997 vested on September 30, 1998 due to the triggering of a vesting acceleration clause contained in the Plan.
RESTRICTED STOCK AWARD ----------------------- NUMBER VALUE YEAR CASH AWARD OF SHARES OF SHARES ---- ---------- ---------- ---------- Mr. Brumley....................................... 1998 $ -- -- $ -- 1997 179,993 8,045 180,007 1996 -- -- -- Mr. Sheffield..................................... 1998 216,000 -- -- 1997 179,993 8,045 180,007 1996 375,375 -- -- Mr. Fagerstone.................................... 1998 92,812 -- -- 1997 61,883 2,765 61,867 1996 90,000 -- -- Mr. Fischer....................................... 1998 76,950 -- -- 1997 64,123 2,866 64,127 1996 -- -- -- Mr. Withrow....................................... 1998 84,376 -- -- 1997 56,249 2,514 56,251 1996 102,377 1,307 39,373 Mr. Smith......................................... 1998 84,376 -- -- 1997 52,878 2,363 52,872 1996 200,000 -- --
In 1996 Mr. Withrow also received a restricted stock bonus award of 2,436 shares valued at $59,987 on the date of grant for his role in the divestiture of the Company's Australia and Asia subsidiaries. These shares vested on April 17, 1997, and the transfer restrictions lapsed one-third on April 17, 1997, and the remaining two-thirds lapsed on August 7, 1997. (b) This column includes (i) gross-up payments in 1997 for taxes in connection with the receipt of restricted stock awarded pursuant to the annual bonus plan as follows: Mr. Brumley $118,805; Mr. Sheffield $118,805; Mr. Fagerstone $40,832; Mr. Fischer $42,328; and Mr. Withrow $37,125; (ii) relocation and housing cost of living adjustment related to moving corporate headquarters from Midland, Texas to Irving, Texas as follows: payment for 1998 -- Mr. Withrow $42,290; payments for 1997 -- Mr. Sheffield $432,856; Mr. Fischer $151,777; and Mr. Withrow $204,000; (iii) tax gross-up payments for relocation and cost of living adjustment: payment for 1998 -- Mr. Withrow $12,044; payments for 1997 -- Mr. Sheffield $283,781; Mr. Fischer $94,889; and Mr. Withrow $133,742; (iv) temporary housing payment to Mr. Fisher of $15,000 in 1998, and $55,000 in 1997, for housing in Texas during Mr. Fischer's two year initial employment commitment; (v) a 1998 payment of $44,998 to Mr. Brumley for unused vacation; and 1997 payments to Mr. Fagerstone of $21,153 and Mr. Smith for $9,490 for unused vacation; (vi) a cash payment to Mr. Sheffield in 1996 of $47,770, which was equal to 50 percent of the federal income tax liability associated with the cash bonus received in lieu of restricted stock under the annual bonus program; and (vii) a 1996 gross-up payment to Mr. Withrow of $33,021 related to a restricted stock award he received as part of the annual bonus plan. Amounts not shown represent miscellaneous perquisites. (c) The restricted stock awarded in 1997 represents grants on August 8, 1997 of 59,000 shares of common stock to each of Messrs. Brumley and Sheffield and 23,000 shares of common stock to each of Messrs. Fagerstone, Fischer, Withrow and Smith with vesting restrictions that were to lapse one-half on 100 101 August 8, 2000, and one-half on August 8, 2001. Mr. Brumley's restricted stock fully vested effective as of May 15, 1998, in connection with his retirement as an employee of the Company. Messrs. Sheffield, Fischer, Fagerstone, Withrow and Smith's restricted stock fully vested on September 30, 1998 due to the triggering of a vesting acceleration clause contained in the Plan. In 1996 Mr. Withrow received a restricted stock award of 2,000 shares of common stock with vesting restrictions that were to lapse November 19, 1999. The merger of Parker & Parsley and Mesa to form the Company accelerated the lapse of these restrictions to August 7, 1997. The values of the awards were calculated using the closing sale price of the common stock of $37.875 on August 7, 1997, and of $29.75 on November 18, 1996. Because all vesting restrictions on all restricted stock heretofore awarded to each executive officer have lapsed (either by their terms or through acceleration upon the happening of certain events) no executive officer held any shares of restricted stock on December 31, 1998. (d) Stock options that Mesa awarded to Messrs. Brumley, Fagerstone and Smith before the merger were converted to options to purchase common stock on a 1-for-7 basis. (e) For 1998 this column includes (i) contributions to qualified retirement plans for Messrs. Brumley, Sheffield, Fagerstone, Fischer, Withrow and Smith of $7,916, $16,000, $9,728, $16,000, $16,000 and $11,222, respectively; (ii) contributions to the Company's non-qualified deferred compensation retirement plan for Messrs. Brumley, Sheffield, Fagerstone, Fischer, Withrow and Smith of $28,529, $61,154, $28,029, $28,500, $25,481 and $25,337, respectively; (iii) deemed payment for one-third of the principal and all accrued interest to Mr. Sheffield for $44,768 and Mr. Withrow for $19,697 related to a 1995 stock acquisition loan program; and (iv) a $1,330 premium with respect to a term life insurance policy for the benefit of Mr. Sheffield. (f) Mr. Brumley became an officer of Mesa in August 1996. He ceased to be an employee of the Company effective May 15, 1998, but continues to serve as Chairman of the Board of Directors. (g) See "Compensation of Executive Officers -- Employee Investment Partnerships" below for information about Parker & Parsley-sponsored employee investment partnerships in which Mr. Sheffield and Mr. Withrow invested their own funds. (h) Mr. Fischer became an officer of Parker & Parsley in February 1997. Mr. Fischer retired from the Company effective February 15, 1999. Long-Term Incentive Plan. The Plan provides for employee awards in the form of stock options, stock appreciation rights, restricted stock, and performance units payable in stock or cash. The maximum number of shares of common stock that may be issued under the Plan is equal to 10 percent of the total number of shares of common stock outstanding from time to time minus the total number of shares of stock subject to outstanding awards on the date of calculation under any other stock-based plan for employees or directors of the Company and its subsidiaries. The Plan had 5,743,511 shares available for additional awards at December 31, 1998. Information about restricted stock awards made under the Plan is set forth in the Summary Compensation Table. No performance units or stock appreciation rights have been awarded under the Plan. 101 102 The following table sets forth information about stock option grants made during 1998 to the named executive officers. OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS ------------------------------------------------ NUMBER OF % OF TOTAL SECURITIES OPTIONS GRANTED EXERCISE OR UNDERLYING TO EMPLOYEES BASE PRICE EXPIRATION GRANT DATE NAME OPTIONS GRANTED IN FISCAL YEAR PER SHARE(c) DATE VALUE(d) - ---- --------------- --------------- ------------ ---------- ---------- Mr. Brumley.............. -- -- -- -- -- Mr. Sheffield............ 45,000(a) 2.10 17.25 9/30/03 298,800 45,000(b) 2.10 14.00 11/23/04-05-06 279,000 Mr. Fagerstone........... 17,500(a) 0.81 17.25 9/30/03 116,200 17,500(b) 0.81 14.00 11/23/04-05-06 108,500 Mr. Fischer.............. 17,500(a) 0.81 17.25 9/30/03 116,200 17,500(b) 0.81 14.00 11/23/04-05-06 108,500 Mr. Withrow.............. 17,500(a) 0.81 17.25 9/30/03 116,200 17,500(b) 0.81 14.00 11/23/04-05-06 108,500 Mr. Smith................ 17,500(a) 0.81 17.25 9/30/03 116,200 17,500(b) 0.81 14.00 11/23/04-05-06 108,500
- --------------- (a) These options were granted on August 19, 1998, fully vested on September 30, 1998 due to the triggering of a vesting acceleration clause contained in the Plan, and expire September 30, 2003. (b) These options were granted on November 23, 1998, vest at the rate of one-third each year commencing on the first anniversary of the grant date, and have a term of five years from the date of vesting. The Compensation Committee retains discretion, subject to plan limits, to modify the terms of the options. In the event of a change in control of the Company as defined in the Plan, the options will immediately become fully vested and exercisable in full. (c) The exercise price per share is equal to the closing price of the common stock on the New York Stock Exchange composite tape on the day before the date of grant. (d) The estimated grant date value of shares in footnotes (a) and (b) is determined using the Black-Scholes model. The material assumptions and adjustments incorporated in the Black-Scholes model in estimating the value of the options include the following: - An interest rate of 5.43 percent for footnote (a) and 5.5 percent for footnote (b), which represents the interest rate on a U.S. Treasury security with a maturity date corresponding to the option term. - Volatility of .309 percent for footnote (a) and .398 percent for footnote (b) calculated using daily stock prices for the 120-day period prior to the grant date. - Dividends at the rate of $.10 per share representing the annualized dividends paid with respect to a share of common stock at the date of grant. No other adjustments were made to the model for non-transferability or risk of forfeiture. The ultimate values of the options will depend on the future market price of the common stock, which cannot be forecast with reasonable accuracy. The actual value, if any, an optionee will realize upon exercise of an option will depend on the excess of the market value of the common stock over the exercise price on the date the option is exercised. 102 103 The following table sets forth, for each named executive officer, information concerning the exercise of stock options during 1998 and the value of unexercised stock options as of December 31, 1998. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY SHARES OPTIONS AT FISCAL YEAR END OPTIONS AT FISCAL YEAR END ACQUIRED ON VALUE --------------------------- --------------------------- EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ----------- -------- ----------- ------------- ----------- ------------- Mr. Brumley............... -- -- 318,571 -- -- -- Mr. Sheffield............. -- -- 305,350 45,000 -- -- Mr. Fagerstone............ -- -- 132,498 17,500 -- -- Mr. Fischer............... -- -- 73,500 17,500 -- -- Mr. Withrow............... -- -- 94,500 17,500 -- -- Mr. Smith................. -- -- 106,071 17,500 -- --
Retirement Plan. The Company provides a non-qualified deferred compensation retirement plan for officers and key employees of the Company. Each participant is allowed to contribute up to 25 percent of base salary. The Company provides a matching contribution of 100 percent of the participant's contribution limited to the first 10 percent of the officer's base salary (or 8 percent of the key employee's base salary). The Company matching contribution vests immediately. In December 1998, the Company received information that an investment fund group had acquired beneficial ownership of more than 20 percent of the common stock. Pursuant to the provisions of the Company's deferred compensation retirement plan, if a third party acquires 20 percent or more of the common stock certain change in control provisions contained in the Plan are triggered. Accordingly, in December 1998, the Compensation Committee determined that a change in control had occurred, effective September 30, 1998, under the deferred compensation retirement plan. Consequently, all of the contributions made to the deferred compensation retirement plan from August 1997 to December 15, 1998 were distributed to the respective officers and key employees. Employee Investment Partnerships. From 1987 through 1991, Parker & Parsley formed employee partnership programs in which Mr. Sheffield participated. In 1992 and 1993 Mr. Sheffield and Mr. Withrow participated in a Direct Investment Partnership formed to invest in all wells drilled by Parker & Parsley during those years (except in certain circumstances where its participation would impose additional costs to Parker & Parsley). As of December 31, 1998, the aggregate contributions that have been made to the employee partnerships and the Direct Investment Partnerships by Mr. Sheffield and Mr. Withrow and the aggregate distributions that have been received by them from those partnerships were as follows: Mr. Sheffield contributed $734,955 and received $1,066,125 ($111,542 of which was received during 1998); and Mr. Withrow contributed $142,625 and received $138,231 ($18,416 of which was received during 1998). Severance Agreements. On August 8, 1997, the Company entered into severance agreements with its officers. Salaries and bonuses are set by the Compensation Committee independent of these agreements, and the Compensation Committee can increase or reduce base salaries at its discretion. Either the Company or the officer may terminate the officer's employment under the severance agreement at any time. The Company must pay the officer an amount equal to one year's base salary if the officer's employment is terminated because of death, disability, or normal retirement. The Company must pay the officer an amount equal to one year's base salary and continue health insurance for the officer's family for one year if the Company terminates the officer's employment without cause or if the officer terminates employment for good reason, which is when reductions in the officer's base annual salary exceed specified limits or when the officer's responsibilities have been significantly reduced. If within one year after a change in control of the Company, the Company terminates the officer without cause or if the officer terminates employment for good reason, the Company must pay the officer an amount equal to 2.99 times the sum of the 103 104 officer's base salary plus target bonus for the year and continue health insurance for the officer's family for one year. If the officer terminates employment with the Company without reason between six months and one year after a change in control, or at any time within one year after a change in control if the officer is required to move, then the Company must pay the officer one year's base salary and continue health insurance for the officer's family for one year. Officers are also entitled to additional payments for certain tax liabilities that may apply to severance payments following a change in control. Indemnification Agreements. The Company has entered into indemnification agreements with each of its directors and officers, including the named executive officers. Those agreements require the Company to indemnify the directors and officers to the fullest extent permitted by the Delaware General Corporation Law and to advance expenses in connection with certain claims against directors and officers. The Company expects to enter into similar agreements with persons selected to be directors and officers in the future. Each indemnification agreement also provides that, upon a potential change in control of the Company and if the indemnified director or officer so requests, the Company will create a trust for the benefit of the indemnified director or officer in an amount sufficient to satisfy payment of all liabilities and suits against which the Company has indemnified the director or officer. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Mr. Kenneth A. Hersh is a member of the Compensation Committee and is a vice-president of Rainwater, Inc. Effective January 1, 1999, the Company entered into an agreement with Rainwater, Inc., the former general partner of DNR-MESA Holdings, L.P. ("DNR"), modifying certain terms of a prior agreement between DNR and Mesa, which was assumed by the Company upon consummation of the merger between Parker & Parsley and Mesa. Pursuant to the terms of this agreement, as modified, the Company will pay Rainwater, Inc. $300,000 per year and reimburse Rainwater, Inc. for certain expenses in consideration for consulting and financial analysis services provided to the Company by Rainwater, Inc. and its representatives. 104 105 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of common stock as of February 26, 1999, by (a) each person who is known by the Company to own beneficially more than 5 percent of the outstanding shares of common stock, (b) each director and nominee for director of the Company, (c) each executive officer of the Company, and (d) all directors and executive officers as a group.
NUMBER OF PERCENTAGE NAME OF PERSON OR IDENTITY OF GROUP SHARES OF CLASS(1) - ----------------------------------- ---------- ----------- Beneficial Owners: Southeastern Asset Management, Inc.(2).................... 26,434,632 26.4 Longleaf Partners Fund O. Mason Hawkins 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 The Prudential Insurance Company of America(3)............ 10,210,987 10.2 751 Broad Street Newark, New Jersey 07102-3777 Management: Richard E. Rainwater(4)................................... 5,518,267 5.9 777 Main Street, Suite 2700 Fort Worth, Texas 76102 I. Jon Brumley(5)......................................... 687,283 * Scott D. Sheffield(5),(6)................................. 640,770 * Timothy L. Dove(5),(7).................................... 141,795 * Dennis E. Fagerstone(5)................................... 163,405 * Lon C. Kile(5),(8)........................................ 172,965 * M. Garrett Smith(5)....................................... 129,149 * Mark L. Withrow(5),(9).................................... 155,719 * James R. Baroffio......................................... 4,753 * R. Hartwell Gardner....................................... 12,489 * Kenneth A. Hersh.......................................... 10,671 * James L. Houghton(10)..................................... 13,040 * Jerry P. Jones............................................ 15,552 * Charles E. Ramsey, Jr..................................... 17,086 * Philip B. Smith........................................... 42,674 * Robert L. Stillwell(11)................................... 6,649 * All directors and executive officers as a group (16 persons)(12)........................................... 7,732,267 8.3
- --------------- * Does not exceed 1 percent. (1) Based on 100,300,023 shares of common stock consisting of 94,099,256 outstanding shares of common stock and 6,200,767 outstanding exchangeable shares that are exchangeable for the same number of shares of common stock. (2) The Schedule 13G/A filed with the SEC on February 10, 1999, which is a joint statement on Schedule 13G/A filed by Southeastern Asset Management, Inc. ("Southeastern"), Longleaf Partners Fund ("Longleaf") and O. Mason Hawkins ("Hawkins"), states that the statement is being filed by Southeastern as a registered investment adviser, and that all of the securities covered by the statement are owned legally by Southeastern's investment advisory clients and none are owned directly or indirectly by Southeastern. The Schedule 13G/A further states that the statement is also being filed by Hawkins, Chairman of the Board and C.E.O. of Southeastern, in the event he could be deemed to be a controlling person of that firm as the result of his official positions with or ownership of its voting securities. The existence of such control is expressly disclaimed. Hawkins does not own directly or indirectly any securities covered by the Schedule 13G/A for his own account. 105 106 (3) The Schedule 13G/A filed with the SEC on January 27, 1999 states that The Prudential Insurance Company of America may have direct or indirect voting and/or investment discretion over 10,210,987 shares or 10.2 percent of the outstanding common stock which are held for the benefit of its clients by its separate accounts, externally managed accounts, registered investment companies, subsidiaries and/or other affiliates. (4) Includes 109,324 shares owned directly by Rainwater, Inc., of which Mr. Rainwater is the sole shareholder, and 247,710 shares (of which Mr. Rainwater disclaims beneficial ownership) owned by Mr. Rainwater's spouse. (5) Includes the following number of shares subject to stock options that were exercisable at or within 60 days after March 31, 1999: Mr. Brumley, 318,571; Mr. Sheffield, 305,350; Mr. Dove, 100,500; Mr. Fagerstone, 132,498; Mr. Kile, 101,500; Mr. Smith, 106,071; and Mr. Withrow, 94,500; (6) Includes 1,270 shares held by a minor child of Mr. Sheffield and 766 shares held in Mr. Sheffield's 401(k) account. (7) Includes 370 shares held in Mr. Dove's 401(k) account. (8) Includes 586 shares held in Mr. Kile's 401(k) account. (9) Includes 4,328 shares held in Mr. Withrow's 401(k) account. (10) Includes 10,945 shares held by two trusts of which Mr. Houghton is a trustee and over which shares he has sole voting and investment power, and 1,000 shares held in Mr. Houghton's investment retirement account. (11) Includes 758 shares held by Mr. Stillwell's wife. (12) Includes 1,158,990 shares of common stock subject to stock options that were exercisable at or within 60 days after February 26, 1999. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company, through its wholly-owned subsidiaries, has in the past sponsored certain affiliated partnerships, including 35 public and nine private drilling partnerships and three public income partnerships, all of which were formed primarily for the purpose of drilling and completing wells or acquiring producing properties. In accordance with the terms of the partnership agreements and the related tax partnership agreements of the affiliated partnerships, the Company participated in the activities of the sponsored partnerships on a promoted basis. In 1992, the Company discontinued sponsoring public and private oil and gas development drilling and income partnerships. During each of 1994, 1993 and 1992, the Company formed a Direct Investment Partnership for the purpose of permitting selected key employees to invest directly, on an unpromoted basis, in wells that the Company drills. The partners in the Direct Investment Partnerships formed in 1994, 1993 and 1992 pay and receive approximately .337 percent, 1.5375 percent and 1.865 percent, respectively, of the costs and revenues attributable to the Company's interest in the wells in which each such Direct Investment Partnership participates. The Company discontinued the formation of Direct Investment Partnerships in 1995. The Company, through a wholly-owned subsidiary, serves as operator of properties in which it and its affiliated partnerships have an interest. Accordingly, the Company receives producing well overhead, drilling well overhead and other fees related to the operation of the properties. The affiliated partnerships also reimburse the Company for their allocated share of general and administrative charges. Effective January 1, 1999, the Company entered into an agreement with Rainwater, Inc., the former general partner of DNR that Mr. Rainwater wholly owns, modifying certain terms of a prior agreement between DNR and Mesa, which was assumed by the Company upon consummation of the merger between Parker & Parsley and Mesa. Pursuant to the terms of this agreement, as modified, the Company will pay Rainwater, Inc. $300,000 per year and reimburse Rainwater, Inc. for certain expenses in consideration for consulting and financial analysis services provided to the Company by Rainwater, Inc. and its representatives. 106 107 Brumley Partners, a Texas general partnership consisting of I. Jon Brumley, the Company's Chairman of the Board, and a family member, was admitted as a limited partner with a profits interest in DNR pursuant to the Amended and Restated Agreement of Limited Partnership of DNR dated November 8, 1996. Until March 23, 1998, DNR was a major holder of shares of common stock. On March 23, 1998, DNR distributed to its partners most of its common stock holdings, which resulted in a distribution to Brumley Partners of 310,344 shares of common stock having a net value of $8,243,513 at the distribution date. Robert L. Stillwell, a director of the Company, is a partner of Baker & Botts, L.L.P., which provided various legal services to the Company during 1997. Baker & Botts, L.L.P. was Mesa's primary outside corporate counsel. The dollar amount of fees that the Company paid to Baker & Botts, L.L.P. during the most recent fiscal year of that law firm did not exceed 5 percent of that firm's gross revenues for that year. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K LISTING OF FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS The following consolidated financial statements of the Company are included in "Item 8. Financial Statements and Supplementary Data": Independent Auditors' Reports Consolidated Balance Sheets as of December 31, 1998 and 1997 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 1998, 1997 and 1996 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1998, 1997 and 1996 Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996 Notes to Consolidated Financial Statements Unaudited Supplementary Information All other statements and schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because they are not required under related instructions or are inapplicable, or the information is shown in the financial statements and related notes. EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 -- Amended and Restated Agreement and Plan of Merger, dated as of April 6, 1997, by and among MESA Inc. ("Mesa"), Mesa Operating Co. ("MOC"), MXP Reincorporation Corp. and Parker & Parsley Petroleum Company ("Parker & Parsley") (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 3.1 -- Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 3.2 -- Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 3.3 -- Certificate of Designations of Special Preferred Voting Stock (incorporated by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-3, Registration No. 333-42315, filed with the SEC on December 17, 1997).
107 108
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.4 -- Terms and Conditions of Exchangeable Shares (incorporated by reference to Annex F to the Definitive Joint Management Information Circular and Proxy Statement of the Company and Chauvco Resources Ltd. ("Chauvco"), File No. 001-13245, filed with the SEC on November 17, 1997). 4.1 -- Form of Certificate of Common Stock, par value $.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 4.2 -- Form of Certificate of Special Preferred Voting Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 4.3 -- Form of Certificate of Exchangeable Shares (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 9.1 -- Voting and Exchange Trust Agreement, dated as of December 18, 1997, among the Company, Pioneer Natural Resources (Canada) Ltd. ("Pioneer Canada") and Montreal Trust Company of Canada, as Trustee (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 9.2 -- Amended and Restated Shareholders Agreement, dated as of September 3, 1997, by and between the Company and Guy J. Turcotte (incorporated by reference to Exhibit 2.6 to the Company's Registration Statement on Form S-3, Registration No. 333-42315, filed with the SEC on December 15, 1997). 9.3 -- Shareholders Agreement, dated as of September 3, 1997, by and among the Company, Trimac Corporation and Gendis Inc. (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on October 2, 1997). 10.1 -- Indenture, dated July 2, 1996, among Pioneer USA (formerly MOC), as Issuer, the Company, as Guarantor, and Harris Trust and Savings Bank, as Trustee, relating to the 11 5/8% Senior Subordinated Discount Notes Due 2006 (incorporated by reference to Exhibit 4.17 to Mesa's Quarterly Report on Form 10-Q for the period ended June 30, 1996). 10.2 -- First Supplemental Indenture, dated as of April 15, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the subsidiary guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.3 -- Second Supplemental Indenture, dated as of August 7, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the subsidiary guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.4 -- Third Supplemental Indenture, dated as of December 18, 1997, among Pioneer USA, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
108 109
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.5 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA (formerly MOC), a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSub1, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.6 -- Fifth Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSub1, Inc. (as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer DebtCo., Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.14 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.7 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo. Inc. (as successor to Pioneer NewSub1, Inc.), a Texas corporation, the Company, a Delaware corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.8 -- Indenture, dated July 2, 1996, among Pioneer USA (formerly MOC), as Issuer, the Company (Mesa's successor), as Guarantor, and Harris Trust and Savings Bank, as Trustee, relating to the 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 4.18 to Mesa's Quarterly Report on Form 10-Q for the period ended June 30, 1996). 10.9 -- First Supplemental Indenture, dated as of April 15, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.10 -- Second Supplemental Indenture, dated as of August 7, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.11 -- Third Supplemental Indenture, dated as of December 18, 1997, among Pioneer USA, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.12 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSub1, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
109 110
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.13 -- Fifth Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSub 1, Inc. (as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer DebtCo., Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.14 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSub1, Inc.), a Texas corporation, the Company, a Delaware corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.15 -- Indenture, dated April 12, 1995, between Pioneer USA (successor to Parker & Parsley), and The Chase Manhattan Bank (National Association), as Trustee (incorporated by reference to Exhibit 4.1 to Parker & Parsley's Current Report on Form 8-K, dated April 12, 1995, File No. 001-10695). 10.16 -- First Supplemental Indenture, dated as of August 7, 1997, among Parker & Parsley, The Chase Manhattan Bank, as Trustee, and Pioneer USA, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.17 -- Second Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, Pioneer NewSub1, Inc., a Texas corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.18 -- Third Supplemental Indenture, dated as of December 30, 1997, among Pioneer New Sub1, Inc. (as successor to Pioneer USA), a Texas corporation, Pioneer DebtCo, Inc., a Texas corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.19 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSub1, Inc., as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer USA, a Delaware corporation, and The Chase Manhattan Bank, a New York banking association, as trustee, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.19 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.20 -- Guarantee, dated as of December 30, 1997, by Pioneer USA relating to the $150,000,000 in aggregate principal amount of 8 7/8% Senior Notes due 2005 and $150,000,000 in aggregate principal amount of 8 1/4% Senior Notes due 2007 issued under the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.20 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
110 111
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.21 -- Form of 8 7/8% Senior Notes due 2005, dated as of April 12, 1995, in the aggregate principal amount of $150,000,000, together with Officers' Certificate dated April 12, 1995, establishing the terms of the 8 7/8% Senior Notes due 2005 pursuant to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 4.2 to Parker & Parsley's Quarterly Report on Form 10-Q for the period ended June 30, 1995, File No. 001-10695). 10.22 -- Form of 8 1/4% Senior Notes due 2007, dated as of August 22, 1995, in the aggregate principal amount of $150,000,000, together with Officers' Certificate dated August 22, 1995, establishing the terms of the 8 1/4% Senior Notes due 2007 pursuant to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 1.2 to Parker & Parsley's Current Report on Form 8-K, dated August 17, 1995, File No. 001-10695). 10.23 -- Indenture, dated January 13, 1998, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 99.1 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.24 -- First Supplemental Indenture, dated as of January 13, 1998, among the Company, Pioneer USA, as the Subsidiary Guarantor, and The Bank of New York, as Trustee, with respect to the indenture identified above as Exhibit 10.23 (incorporated by reference to Exhibit 99.2 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.25 -- Form of 6.50% Senior Notes due 2008 of the Company (incorporated by reference to Exhibit 99.3 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.26 -- Form of 7.20% Senior Notes due 2028 of the Company (incorporated by reference to Exhibit 99.4 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.27 -- Guarantee (2008 Notes), dated as of January 13, 1998, entered into by Pioneer USA (incorporated by reference to Exhibit 99.5 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.28 -- Guarantee (2028 Notes), dated as of January 13, 1998, entered into by Pioneer USA (incorporated by reference to Exhibit 99.6 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.29 -- Amended and Restated Credit Facility Agreement (Primary Facility), dated as of December 18, 1997, between the Company, as Borrower, and NationsBank of Texas, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, and The Chase Manhattan Bank, as Syndication Agent; and the other Co-Agents and lenders named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
111 112
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.30* -- First Amendment to Amended and Restated Credit Facility Agreement (Primary Facility), dated as of June 29, 1998, by and among the Company, as Borrower, NationsBank, N.A., 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, and the Co-Agents and other lenders signatory thereto. 10.31 -- Amended and Restated Credit Facility Agreement (364 Day Facility), dated as of December 18, 1997, between the Company, as Borrower, and NationsBank of Texas, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, and The Chase Manhattan Bank, as Syndication Agent; and the other Co-Agents and lenders named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.32* -- First Amendment to Amended and Restated Credit Facility Agreement (364 Day Facility), dated as of June 29, 1998, by and among the Company, as Borrower, NationsBank, N.A., 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, and the Co-Agents and other lenders signatory thereto. 10.33 -- Credit Agreement, dated as of December 18, 1997, among Chauvco, Canadian Imperial Bank of Commerce, as Agent, and the other lenders named therein (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.34* -- First Amending Agreement, dated June 29, 1998, among Pioneer Natural Resources Canada Inc. (formerly Chauvco), Canadian Imperial Bank of Commerce, and the lenders thereto, with respect to the Credit Agreement identified above as Exhibit 10.33. 10.35 -- Note, dated December 22, 1997, between the Company, as Borrower, and NationsBank of Texas, N.A., as lender (incorporated by reference to Exhibit 10.21 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.36+ -- 1991 Stock Option Plan of Mesa (incorporated by reference to Exhibit 10(v) to Mesa's Annual Report on Form 10-K for the period ended December 31, 1991). 10.37+ -- 1996 Incentive Plan of Mesa (incorporated by reference to Exhibit 10.28 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 10.38+ -- Parker & Parsley Long-Term Incentive Plan, dated February 19, 1991 (incorporated by reference to Exhibit 4.1 to Parker & Parsley's Registration Statement on Form S-8, Registration No. 33-38971). 10.39+ -- First Amendment to the Parker & Parsley Long-Term Incentive Plan, dated August 23, 1991 (incorporated by reference to Exhibit 10.2 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.40+ -- The Company's Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-35087).
112 113
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.41+ -- The Company's Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-35165). 10.42* -- Amendment No. 1 to the Company's Employee Stock Purchase Plan, dated December 9, 1998. 10.43+ -- The Company's Deferred Compensation Retirement Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-39153). 10.44+ -- Pioneer USA 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-39249). 10.45+ -- Pioneer USA Matching Plan (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 001-13245). 10.46+ -- Omnibus Amendment to Nonstatutory Stock Option Agreements, included as part of the Parker & Parsley Long-Term Incentive Plan, dated as of November 16, 1995, between Parker & Parsley and Named Executive Officers identified on Schedule 1 setting forth additional details relating to the Parker & Parsley Long-Term Incentive Plan (incorporated by reference to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 001-10695). 10.47+ -- Mesa Management Severance Plan, dated April 4, 1997, including a Schedule of Participants on Schedule A for the purpose of defining the payment of certain benefits upon the termination of the officer's employment under certain circumstances (incorporated by reference to Exhibit 10.29 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 10.48+ -- Severance Agreement, dated as of August 8, 1997, between the Company and Scott D. Sheffield, together with a schedule identifying substantially identical agreements between the Company and each of the other named executive officers identified on Schedule I for the purpose of defining the payment of certain benefits upon the termination of the officer's employment under certain circumstances (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.49+ -- Indemnification Agreement, dated as of August 8, 1997, between the Company and Scott D. Sheffield, together with a schedule identifying substantially identical agreements between the Company and each of the Company's other directors and named executive officers identified on Schedule I (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.50 -- Purchase and Sale Agreement, dated as of October 22, 1997, between Cometra Energy, L.P., and Pioneer USA (incorporated by reference to Exhibit 10.22 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.51 -- Combination Agreement, dated September 3, 1997, between the Company and Chauvco (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on October 2, 1997). 10.52 -- Plan of Arrangement, as amended, under Section 186 of the Business Corporations Act (Alberta) (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
113 114
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.53 -- Support Agreement, dated as of December 18, 1997, between the Company and Pioneer Canada (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.54 -- Stock Purchase Agreement, dated April 26, 1996, between Mesa and DNR (incorporated by reference to Exhibit No. 10 to Mesa's Current Report on Form 8-K filed with the SEC on April 29, 1996). 10.55 -- "B" Contract Production Allocation Agreement, dated July 29, 1991, and effective as of January 1, 1991, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10(r) to Mesa's Annual Report on Form 10-K for the period ended December 31, 1991). 10.56 -- Amendment to "B" Contract Production Allocation Agreement effective as of January 1, 1993, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10.24 to Mesa's Registration Statement on Form S-1, Registration No. 33-51909). 10.57 -- Amarillo Supply Agreement between Mesa Operating Limited Partnership, Seller, and Energas Company, a division of Atmos Energy Corporation, Buyer, dated effective January 2, 1993 (incorporated by reference to Exhibit 10.14 to Mesa's Annual Report on Form 10-K for the period ended December 31, 1995). 10.58+ -- Agreement of Partnership of P&P Employees 89-B Conv., L.P. (formerly P&P Employees 89-B GP), dated October 31, 1989, among Parker & Parsley, Ltd. and the Investor Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.50 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436). 10.59+ -- Amendment to Agreement of Partnership of P&P Employees 89-B GP, dated May 31, 1990, among Parker & Parsley, Ltd. and the Investor Partners (as defined therein, which includes individuals who are directors and executives officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ form the foregoing document (incorporated by reference to Exhibit 10.51 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436). 10.60+ -- Schedule identifying additional documents substantially identical to the Amendment to Agreement of Partnership of P&P Employees 89-B GP included as Exhibit 10.59 and setting forth the material details in which those documents differ from that document (incorporated by reference to Exhibit 10.52 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082).
114 115
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.61+ -- Agreement of Partnership of P&P Employees 90 Spraberry Private Development GP, dated October 16, 1990, among Parker & Parsley, Ltd., James D. Moring, and the General Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), and form of Amendment to Agreement of Partnership of P&P Employees 90 Spraberry Private Development GP, together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.52 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436). 10.62+ -- Amendment to Agreement of Partnership of Parker & Parsley 90-A GP, dated February 19, 1991, among Parker & Parsley Development Company and the Investor Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.58 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.63+ -- Agreement of Partnership of P&P Employees 91-A, GP, dated September 30, 1991, among Parker & Parsley Development Company, James D. Moring, and the General Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.61 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.64+ -- Amendment to Agreement of Partnership of P&P Employees 90 Spraberry Private Development GP, dated April 22, 1991, among the Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley) (incorporated by reference to Exhibit 10.67 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.65 -- Share Purchase Agreement, dated February 13, 1998, among the Company, Trimac Corporation and 761795 Alberta Ltd. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on February 23, 1998). 10.66 -- Share Purchase Agreement, dated February 13, 1998, among the Company, 398215 Alberta Ltd. and Guy J. Turcotte (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on February 23, 1998). 10.67 -- Option to Purchase Agreement, dated December 16, 1998, by and among Costilla Energy, Inc. ("Costilla"), Pioneer USA, and Pioneer Resources Producing, L.P. (incorporated by reference to Exhibit 1 to the Company's statement on Schedule 13D relating to the common stock of Costilla, filed with the SEC on December 22, 1998, File No. 0-21411). 10.68 -- Purchase and Sale Agreement, dated December 16, 1998, by and among Costilla, Pioneer USA, and Pioneer Resources Producing, L.P. (incorporated by reference to Exhibit 2 to the Company's statement on Schedule 13D relating to the common stock of Costilla, filed with the SEC on December 22, 1998, File No. 0-21411).
115 116
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.69* -- Second Amended and Restated Credit Facility Agreement (Primary Facility) by and among Pioneer Natural Resources Company, as Borrower, NationsBank, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guarantee Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as Syndication Agent, The Co-Agents and certain other lenders dated as of March 19, 1999. 10.70* -- Second Amended and Restated Credit Facility Agreement (364 Day Facility) by and among Pioneer Natural Resources Company, as Borrower, NationsBank, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guarantee Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as Syndication Agent, The Co-Agents and certain other lenders dated as of March 19, 1999. 11.1* -- Statement of Computation of Earnings per Share. 21.1* -- Subsidiaries of the registrant. 23.1* -- Consent of Ernst & Young LLP. 23.2* -- Consent of KPMG LLP. 27.1* -- Financial Data Schedule.
- --------------- * Filed herewith. + Executive Compensation Plan or Arrangement previously filed pursuant to Item 14(c). REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Company during the fourth quarter of 1998. EXHIBITS The exhibits to this Report required to be filed pursuant to Item 14(c) are listed under "Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K -- Listing of Financial Statements and Exhibits -- Exhibits" above and in the "Index to Exhibits" attached hereto. FINANCIAL STATEMENT SCHEDULES No financial statement schedules are required to be filed as part of this Report or are inapplicable. 116 117 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PIONEER NATURAL RESOURCES COMPANY Date: March 23, 1999 By: /s/ SCOTT D. SHEFFIELD ------------------------------------ Scott D. Sheffield, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SCOTT D. SHEFFIELD President, Chief Executive March 23, 1999 - ----------------------------------------------------- Officer and Director Scott D. Sheffield (principal executive officer) /s/ M. GARRETT SMITH Executive Vice President and March 23, 1999 - ----------------------------------------------------- Chief Financial Officer M. Garrett Smith /s/ RICH DEALY Vice President and Chief March 23, 1999 - ----------------------------------------------------- Accounting Officer Rich Dealy /s/ I. JON BRUMLEY Chairman of the Board March 23, 1999 - ----------------------------------------------------- I. Jon Brumley /s/ JAMES R. BAROFFIO Director March 23, 1999 - ----------------------------------------------------- James R. Baroffio /s/ R. HARTWELL GARDNER Director March 23, 1999 - ----------------------------------------------------- R. Hartwell Gardner /s/ KENNETH A. HERSH Director March 23, 1999 - ----------------------------------------------------- Kenneth A. Hersh /s/ JAMES L. HOUGHTON Director March 23, 1999 - ----------------------------------------------------- James L. Houghton /s/ JERRY P. JONES Director March 23, 1999 - ----------------------------------------------------- Jerry P. Jones /s/ RICHARD E. RAINWATER Director March 23, 1999 - ----------------------------------------------------- Richard E. Rainwater /s/ CHARLES E. RAMSEY, JR. Director March 23, 1999 - ----------------------------------------------------- Charles E. Ramsey, Jr. /s/ PHILIP B. SMITH Director March 23, 1999 - ----------------------------------------------------- Philip B. Smith /s/ ROBERT L. STILLWELL Director March 23, 1999 - ----------------------------------------------------- Robert L. Stillwell
117 118 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 -- Amended and Restated Agreement and Plan of Merger, dated as of April 6, 1997, by and among MESA Inc. ("Mesa"), Mesa Operating Co. ("MOC"), MXP Reincorporation Corp. and Parker & Parsley Petroleum Company ("Parker & Parsley") (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 3.1 -- Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 3.2 -- Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 3.3 -- Certificate of Designations of Special Preferred Voting Stock (incorporated by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-3, Registration No. 333-42315, filed with the SEC on December 17, 1997). 3.4 -- Terms and Conditions of Exchangeable Shares (incorporated by reference to Annex F to the Definitive Joint Management Information Circular and Proxy Statement of the Company and Chauvco Resources Ltd. ("Chauvco"), File No. 001-13245, filed with the SEC on November 17, 1997). 4.1 -- Form of Certificate of Common Stock, par value $.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 4.2 -- Form of Certificate of Special Preferred Voting Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 4.3 -- Form of Certificate of Exchangeable Shares (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 9.1 -- Voting and Exchange Trust Agreement, dated as of December 18, 1997, among the Company, Pioneer Natural Resources (Canada) Ltd. ("Pioneer Canada") and Montreal Trust Company of Canada, as Trustee (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 9.2 -- Amended and Restated Shareholders Agreement, dated as of September 3, 1997, by and between the Company and Guy J. Turcotte (incorporated by reference to Exhibit 2.6 to the Company's Registration Statement on Form S-3, Registration No. 333-42315, filed with the SEC on December 15, 1997). 9.3 -- Shareholders Agreement, dated as of September 3, 1997, by and among the Company, Trimac Corporation and Gendis Inc. (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on October 2, 1997). 10.1 -- Indenture, dated July 2, 1996, among Pioneer USA (formerly MOC), as Issuer, the Company, as Guarantor, and Harris Trust and Savings Bank, as Trustee, relating to the 11 5/8% Senior Subordinated Discount Notes due 2006 (incorporated by reference to Exhibit 4.17 to Mesa's Quarterly Report on Form 10-Q for the period ended June 30, 1996).
119
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.2 -- First Supplemental Indenture, dated as of April 15, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the subsidiary guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.3 -- Second Supplemental Indenture, dated as of August 7, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the subsidiary guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.4 -- Third Supplemental Indenture, dated as of December 18, 1997, among Pioneer USA, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.5 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA (formerly MOC), a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSub1, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.6 -- Fifth Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSub1, Inc. (as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer DebtCo., Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.14 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.7 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo. Inc. (as successor to Pioneer NewSub1, Inc.), a Texas corporation, the Company, a Delaware corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.1 (incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.8 -- Indenture, dated July 2, 1996, among Pioneer USA (formerly MOC), as Issuer, the Company (Mesa's successor), as Guarantor, and Harris Trust and Savings Bank, as Trustee, relating to the 10 5/8% Senior Subordinated Notes due 2006 (incorporated by reference to Exhibit 4.18 to Mesa's Quarterly Report on Form 10-Q for the period ended June 30, 1996). 10.9 -- First Supplemental Indenture, dated as of April 15, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245).
120
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.10 -- Second Supplemental Indenture, dated as of August 7, 1997, among Pioneer USA (formerly MOC), as Issuer, Mesa, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.11 -- Third Supplemental Indenture, dated as of December 18, 1997, among Pioneer USA, the Subsidiary Guarantors named therein, the Company, and Harris Trust and Savings Bank, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.12 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSub1, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.13 -- Fifth Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSub1, Inc. (as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer DebtCo., Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.14 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSub1, Inc.), a Texas corporation, the Company, a Delaware corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the indenture identified above as Exhibit 10.8 (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.15 -- Indenture, dated April 12, 1995, between Pioneer USA (successor to Parker & Parsley), and The Chase Manhattan Bank (National Association), as Trustee (incorporated by reference to Exhibit 4.1 to Parker & Parsley's Current Report on Form 8-K, dated April 12, 1995, File No. 001-10695). 10.16 -- First Supplemental Indenture, dated as of August 7, 1997, among Parker & Parsley, The Chase Manhattan Bank, as Trustee, and Pioneer USA, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.17 -- Second Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, Pioneer NewSub1, Inc., a Texas corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
121
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.18 -- Third Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSub1, Inc. (as successor to Pioneer USA), a Texas corporation, Pioneer DebtCo, Inc., a Texas corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.19 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSub1, Inc., as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer USA, a Delaware corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.19 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.20 -- Guarantee, dated as of December 30, 1997, by Pioneer USA relating to the $150,000,000 in aggregate principal amount of 8 7/8% Senior Notes due 2005 and $150,000,000 in aggregate principal amount of 8 1/4% Senior Notes due 2007 issued under the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 10.20 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.21 -- Form of 8 7/8% Senior Notes due 2005, dated as of April 12, 1995, in the aggregate principal amount of $150,000,000, together with Officers' Certificate dated April 12, 1995, establishing the terms of the 8 7/8% Senior Notes due 2005 pursuant to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 4.2 to Parker & Parsley's Quarterly Report on Form 10-Q for the period ended June 30, 1995, File No. 001-10695). 10.22 -- Form of 8 1/4% Senior Notes due 2007, dated as of August 22, 1995, in the aggregate principal amount of $150,000,000, together with Officers' Certificate dated August 22, 1995, establishing the terms of the 8 1/4% Senior Notes due 2007 pursuant to the indenture identified above as Exhibit 10.15 (incorporated by reference to Exhibit 1.2 to Parker & Parsley's Current Report on Form 8-K, dated August 17, 1995, File No. 001-10695). 10.23 -- Indenture, dated January 13, 1998, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 99.1 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.24 -- First Supplemental Indenture, dated as of January 13, 1998, among the Company, Pioneer USA, as the Subsidiary Guarantor, and The Bank of New York, as Trustee, with respect to the indenture identified above as Exhibit 10.23 (incorporated by reference to Exhibit 99.2 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.25 -- Form of 6.50% Senior Notes due 2008 of the Company (incorporated by reference to Exhibit 99.3 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.26 -- Form of 7.20% Senior Notes due 2028 of the Company (incorporated by reference to Exhibit 99.4 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998).
122
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.27 -- Guarantee (2008 Notes), dated as of January 13, 1998, entered into by Pioneer USA (incorporated by reference to Exhibit 99.5 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.28 -- Guarantee (2028 Notes), dated as of January 13, 1998, entered into by Pioneer USA (incorporated by reference to Exhibit 99.6 to the Company's and Pioneer USA's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 14, 1998). 10.29 -- Amended and Restated Credit Facility Agreement (Primary Facility), dated as of December 18, 1997, between the Company, as Borrower, and NationsBank of Texas, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, and The Chase Manhattan Bank, as Syndication Agent; and the other Co-Agents and lenders named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.30* -- First Amendment to Amended and Restated Credit Facility Agreement (Primary Facility), dated as of June 29, 1998, by and among the Company, as Borrower, NationsBank, N.A., 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, and the Co-Agents and other Lenders signatory thereto. 10.31 -- Amended and Restated Credit Facility Agreement (364 Day Facility), dated as of December 18, 1997, between the Company, as Borrower, and NationsBank of Texas, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, and The Chase Manhattan Bank, as Syndication Agent; and the other Co-Agents and lenders named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.32* -- First Amendment to Amended and Restated Credit Facility Agreement (364 Day Facility), dated as of June 29, 1998, by and among the Company, as Borrower, NationsBank, N.A., 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, and the Co-Agents and other lenders signatory thereto. 10.33 -- Credit Agreement, dated as of December 18, 1997, among Chauvco, Canadian Imperial Bank of Commerce, as Agent, and the other lenders named therein (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.34* -- First Amending Agreement, dated June 29, 1998, among Pioneer Natural Resources Canada Inc. (formerly Chauvco), Canadian Imperial Bank of Commerce, and the lenders thereto, with respect to the Credit Agreement identified above as Exhibit 10.33. 10.35 -- Note, dated December 22, 1997, between the Company, as Borrower, and NationsBank of Texas, N.A., as lender (incorporated by reference to Exhibit 10.21 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
123
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.36+ -- 1991 Stock Option Plan of Mesa (incorporated by reference to Exhibit 10(v) to Mesa's Annual Report on Form 10-K for the period ended December 31, 1991). 10.37+ -- 1996 Incentive Plan of Mesa (incorporated by reference to Exhibit 10.28 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 10.38+ -- Parker & Parsley Long-Term Incentive Plan, dated February 19, 1991 (incorporated by reference to Exhibit 4.1 to Parker & Parsley's Registration Statement on Form S-8, Registration No. 33-38971). 10.39+ -- First Amendment to the Parker & Parsley Long-Term Incentive Plan, dated August 23, 1991 (incorporated by reference to Exhibit 10.2 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.40+ -- The Company's Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-35087). 10.41+ -- The Company's Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-35165). 10.42* -- Amendment No. 1 to the Company's Employee Stock Purchase Plan, dated December 9, 1998. 10.43+ -- The Company's Deferred Compensation Retirement Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-39153). 10.44+ -- Pioneer USA 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-39249). 10.45+ -- Pioneer USA Matching Plan (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 001-13245). 10.46+ -- Omnibus Amendment to Nonstatutory Stock Option Agreements, included as part of the Parker & Parsley Long-Term Incentive Plan, dated as of November 16, 1995, between Parker & Parsley and Named Executive Officers identified on Schedule 1 setting forth additional details relating to the Parker & Parsley Long-Term Incentive Plan (incorporated by reference to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 001-10695). 10.47+ -- Mesa Management Severance Plan, dated April 4, 1997, including a Schedule of Participants on Schedule A for the purpose of defining the payment of certain benefits upon the termination of the officer's employment under certain circumstances (incorporated by reference to Exhibit 10.29 to the Company's Registration Statement on Form S-4, dated June 27, 1997, Registration No. 333-26951). 10.48+ -- Severance Agreement, dated as of August 8, 1997, between the Company and Scott D. Sheffield, together with a schedule identifying substantially identical agreements between the Company and each of the other named executive officers identified on Schedule I for the purpose of defining the payment of certain benefits upon the termination of the officer's employment under certain circumstances (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245).
124
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.49+ -- Indemnification Agreement, dated as of August 8, 1997, between the Company and Scott D. Sheffield, together with a schedule identifying substantially identical agreements the Company and each of the Company's other directors and named executive officers identified on Schedule I (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.50 -- Purchase and Sale Agreement, dated as of October 22, 1997, between Cometra Energy, L.P., and Pioneer USA (incorporated by reference to Exhibit 10.22 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.51 -- Combination Agreement, dated September 3, 1997, between the Company and Chauvco (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on October 2, 1997). 10.52 -- Plan of Arrangement, as amended, under Section 186 of the Business Corporations Act (Alberta) (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.53 -- Support Agreement, dated as of December 18, 1997, between the Company and Pioneer Canada (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 1998). 10.54 -- Stock Purchase Agreement, dated April 26, 1996, between Mesa and DNR (incorporated by reference to Exhibit No. 10 to Mesa's Current Report on Form 8-K filed with the SEC on April 29, 1996). 10.55 -- "B" Contract Production Allocation Agreement, dated July 29, 1991, and effective as of January 1, 1991, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10(r) to Mesa's Annual Report on Form 10-K for the period ended December 31, 1991). 10.56 -- Amendment to "B" Contract Production Allocation Agreement effective as of January 1, 1993, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10.24 to Mesa's Registration Statement on Form S-1, Registration No. 33-51909). 10.57 -- Amarillo Supply Agreement between Mesa Operating Limited Partnership, Seller, and Energas Company, a division of Atmos Energy Corporation, Buyer, dated effective January 2, 1993 (incorporated by reference to Exhibit 10.14 to Mesa's Annual Report on Form 10-K for the period ended December 31, 1995). 10.58+ -- Agreement of Partnership of P&P Employees 89-B Conv., L.P. (formerly P&P Employees 89-B GP), dated October 31, 1989, among Parker & Parsley, Ltd. and the Investor Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.50 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436).
125
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.59+ -- Amendment to Agreement of Partnership of P&P Employees 89-B GP, dated May 31, 1990, among Parker & Parsley, Ltd. and the Investor Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.51 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436). 10.60+ -- Schedule identifying additional documents substantially identical to the Amendment to Agreement of Partnership of P&P Employees 89-B GP included as Exhibit 10.59 and setting forth the material details in which those documents differ from that document (incorporated by reference to Exhibit 10.52 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.61+ -- Agreement of Partnership of P&P Employees 90 Spraberry Private Development GP, dated October 16, 1990, among Parker & Parsley, Ltd., James D. Moring, and the General Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), and form of Amendment to Agreement of Partnership of P&P Employees 90 Spraberry Private Development GP, together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.52 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436). 10.62+ -- Amendment to Agreement of Partnership of Parker & Parsley 90-A GP, dated February 19, 1991, among Parker & Parsley Development Company and the Investor Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.58 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.63+ -- Agreement of Partnership of P&P Employees 91-A, GP, dated September 30, 1991, among Parker & Parsley Development Company, James D. Moring, and the General Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), together with a schedule identifying substantially identical documents and setting forth the material details in which those documents differ from the foregoing document (incorporated by reference to Exhibit 10.61 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.64+ -- Amendment to Agreement of Partnership of P&P Employees 90 Spraberry Private Development GP, dated April 22, 1991, among the Partners (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley) (incorporated by reference to Exhibit 10.67 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082).
126
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.65 -- Share Purchase Agreement, dated February 13, 1998, among the Company, Trimac Corporation and 761795 Alberta Ltd. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on February 23, 1998). 10.66 -- Share Purchase Agreement, dated February 13, 1998, among the Company, 398215 Alberta Ltd. and Guy J. Turcotte (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on February 23, 1998). 10.67 -- Option to Purchase Agreement, dated December 16, 1998, by and among Costilla Energy, Inc. ("Costilla"), Pioneer USA, and Pioneer Resources Producing, L.P. (incorporated by reference to Exhibit 1 to the Company's statement on Schedule 13D relating to the common stock of Costilla, filed with the SEC on December 22, 1998, File No. 0-21411). 10.68 -- Purchase and Sale Agreement, dated December 16, 1998, by and among Costilla, Pioneer USA, and Pioneer Resources Producing, L.P. (incorporated by reference to Exhibit 2 to the Company's statement on Schedule 13D relating to the common stock of Costilla, filed with the SEC on December 22, 1998, File No. 0-21411). 10.69* -- Second Amended and Restated Credit Facility Agreement (Primary Facility) by and among Pioneer Natural Resources Company, as Borrower, NationsBank, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guarantee Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as Syndication Agent, The Co-Agents and certain other lenders dated as of March 19, 1999. 10.70* -- Second Amended and Restated Credit Facility Agreement (364 Day Facility) by and among Pioneer Natural Resources Company, as Borrower, NationsBank, N.A., as Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guarantee Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as Syndication Agent, The Co-Agents and certain other lenders dated as of March 19, 1999. 11.1* -- Statement of Computation of Earnings per Share. 21.1* -- Subsidiaries of the registrant. 23.1* -- Consent of Ernst & Young LLP. 23.2* -- Consent of KPMG LLP. 27.1* -- Financial Data Schedule.
- --------------- * Filed herewith. + Executive Compensation Plan or Arrangement previously filed pursuant to Item 14(c). EX-10.30 2 1ST AMENDMENT TO AMENDED/RESTATED CREDIT FACILITY 1 EXHIBIT 10.30 [PRIMARY CREDIT FACILITY] ================================================================================ FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT by and among PIONEER NATURAL RESOURCES COMPANY, as Borrower, and NATIONSBANK, N.A., as Administrative Agent, and CIBC INC., as Documentation Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent, and THE CHASE MANHATTAN BANK, as Syndication Agent, THE CO-AGENTS SIGNATORY HERETO, and THE OTHER LENDERS SIGNATORY HERETO Dated as of June 29, 1998 ================================================================================ 2 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (herein called this "Amendment"), is made as of June 29, 1998, by and among PIONEER NATURAL RESOURCES COMPANY, a Delaware corporation (the "Borrower"), NATIONSBANK, N.A., as successor-by-merger to NationsBank of Texas, N.A., as Administrative Agent and Collateral 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" party to the Credit Agreement (as herein defined), and the other Lenders from time to time parties to the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents have heretofore entered into a certain Amended and Restated Credit Facility Agreement - Primary Credit Facility, dated as of December 18, 1997 (herein the "Credit Agreement"); and WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents now intend to amend the Credit Agreement in certain respects; and NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained , each of the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents hereby agree as follows: SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit Agreement. SECTION 2. Amendments to Credit Agreement a. The Credit Agreement is hereby amended by modifying each reference therein to "NationsBank of Texas, N.A." to read "NationsBank, N.A., successor-by-merger to NationsBank of Texas, N.A." b. The definitions of "Amendment Fee Rate" and "Eurodollar Margin" in Section 1.1 of the Credit Agreement are hereby amended and restated to read in their entirety as follows: " "Amendment Fee Rate" means 15.0 basis points." " "Eurodollar Margin" means, on any date, with respect to each Eurodollar Portion of a Revolving Loan, the sum of (i) the applicable Commitment Utilization Margin plus (ii) the number of basis points per annum set forth below based on the Applicable Rating Level on such date: 3
========================================================= Applicable Rating Level - --------------------------------------------------------- Level I 18.0 b.p. - --------------------------------------------------------- Level II 20.0 b.p. - --------------------------------------------------------- Level III 23.0 b.p. - --------------------------------------------------------- Level IV 36.0 b.p. - --------------------------------------------------------- Level V 45.0 b.p. =========================================================
Changes in the Eurodollar Margin will occur automatically without prior notice. Administrative Agent will give notice promptly to Borrower and the Lenders of changes in the Eurodollar Margin." c. Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions of "Commitment Utilization", "Commitment Utilization Level", "Commitment Utilization Margin", "Year 2000 Compliant" and "Year 2000 Problem" in appropriate alphabetical order: " "Commitment Utilization" means, for any period, the ratio of (i) the aggregate amount of then outstanding Loans plus then existing LC Obligations to (ii) the current Facility Amount." " "Commitment Utilization Level" means the level set forth below that corresponds to the lowest of the ratings issued from time to time by Moody's and S&P, as applicable, for Borrower's senior unsecured long-term debt:
======================================================================== Moody's S&P - ------------------------------------------------------------------------ Level A Baa3 or better BBB- or better - ------------------------------------------------------------------------ Level B Less than Baa3 Less than BBB- ========================================================================
For example, if the Moody's rating is Ba1 and the S&P rating is BBB, Level B shall apply. For purposes of the foregoing, (i) if ratings for Borrower's senior unsecured long-term debt shall not be available from S&P or Moody's, Level B shall be deemed applicable; and (ii) if any of the Rating Agencies shall change its ratings nomenclature prior to the date all Obligations have been paid and the Commitments canceled, Borrower and the Lenders shall negotiate in good faith to amend the references to specific ratings in this definition to reflect such change, and pending such amendment, if an appropriate Commitment Utilization Level is otherwise not determinable based upon the foregoing grid, the last Commitment Utilization Level in effect at the time of such change shall continue to apply." 2 4 " "Commitment Utilization Margin" means, on any date, the number of basis points per annum set forth below based on the Commitment Utilization Level on such date:
================================================================================ Commitment Utilization Margin - -------------------------------------------------------------------------------- Commitment Commitment Commitment Utilization is Utilization is Utilization Level "< or equal to .50" ">.50" - -------------------------------------------------------------------------------- Level A 0 b.p. 5.0 b.p. - -------------------------------------------------------------------------------- Level B 0 b.p. 10.0 b.p. ================================================================================
; provided, however, for the purpose of determining the Commitment Utilization Margin for all periods ending prior to or on June 30, 1999, the Commitment Utilization of Borrower shall be deemed to be greater than ".50". Changes in the Commitment Utilization Margin will occur automatically without prior notice." " "Year 2000 Compliant" has the meaning given it in Section 4.1(s)." " "Year 2000 Problem" has the meaning given it in Section 4.1(s)." d. Section 4.1 of the Credit Agreement is hereby amended by inserting the following Section 4.1(s) after Section 4.1(r): "(s) Year 2000 Compliance. Borrower has (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers and vendors) that could be adversely affected by the Year 2000 Problem (as herein defined), (ii) developed a plan and time line for addressing the Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan in accordance with that timetable. Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to its or any of its Subsidiaries' business and operations will be Year 2000 Compliant, except to the extent that a failure to do so could not reasonably be expected to have Material Adverse Effect. As used herein, the term "Year 2000 Problem" means the risk that computer applications used by the Borrower or any of its Subsidiaries (or its suppliers and vendors) may be unable to recognize and perform properly date- sensitive functions involving certain dates prior to and any date after December 31, 1999. As used herein, the term "Year 2000 Compliant" means that all computer applications will on a timely basis be able to perform properly date-sensitive functions for all dates before and after January 1, 2000." e. Section 5.1 of the Credit Agreement is hereby amended by inserting the following Section 5.1(m) after Section 5.1(l): 3 5 "(m) Year 2000 Compliance. Borrower will promptly notify Administrative Agent in the event Borrower discovers or determines that any computer application (including those of its suppliers and vendors) that is material to its or any of its Subsidiaries' business and operations will not be Year 2000 Compliant on a timely basis, except to the extent that such failure could not reasonably be expected to have a Material Adverse Effect." f. Section 5.3(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "(a) EBITDAX to Consolidated Interest Expense Ratio. The ratio of Borrower's "EBITDAX" to "Consolidated Interest Expense" for the last four rolling Fiscal Quarters (i) ending June 30, 1998 and September 30, 1998, will not be less than 2.50 to 1.0, (ii) ending December 31, 1998, will not be less than 2.75 to 1.0, (iii) ending March 31, 1999, will not be less than 3.00 to 1.0, (iv) ending June 30, 1999, will not be less than 3.25 to 1.0, and (v) ending after June 30, 1999, will not be less than 3.75 to 1.0; provided, however, that for the periods for calculation ending on or before December 31, 1998, each reference to "for the last four rolling Fiscal Quarters" shall be deemed to be a reference to the period from April 1, 1998 through the date of such calculation. As used in this paragraph, the term "Consolidated Interest Expense" means for any period, total interest expense, whether paid or accrued, of Borrower and its Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to Letters of Credit. As used in this paragraph, the term "EBITDAX" means for any period the sum of the amounts for such period of Consolidated net income, Consolidated Interest Expense, depreciation expense, depletion expense, amortization expense, federal and state income taxes, exploration and abandonment expense and other non-cash charges and expenses, all as determined on a Consolidated basis for Borrower and its Subsidiaries." g. Section 5.3(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "(b) Consolidated Total Funded Debt to Total Capitalization. Borrower's Consolidated Total Funded Debt to Total Capitalization will not (i) as of the last day of the Fiscal Quarters ending June 30, 1998 and September 30, 1998, be greater than 62.5%, and (ii) as of the last day of any Fiscal Quarter ending after September 30, 1998, be greater than 60%." h. The fourth sentence of Section 8.17 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED IN THE FEDERAL OR STATE COURTS OF TEXAS, EACH RESTRICTED SUBSIDIARY OF THE BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES ON THE DATE HEREOF AT 1400 WILLIAMS 4 6 SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD, IRVING, TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY, SERVICES OF PROCESS IN TEXAS." i. The Credit Agreement is hereby amended by replacing Exhibit J to the Credit Agreement with Exhibit J to this Amendment. j. Schedule 3 attached to the Credit Agreement is hereby amended by deleting therefrom the reference to "Pioneer Natural Resources (GPC) Inc., a Delaware corporation". SECTION 3. Representations and Warranties. To confirm each Lender's understanding concerning Borrower and its businesses, properties and obligations, and to induce the Managing Agents, the Collateral Agent, the Co-Agents and each Lender to enter into this Amendment, the Borrower hereby reaffirms to the Managing Agents, the Collateral Agent, the Co-Agents and each Lender that, as of the date hereof, its representations and warranties contained in Section 4.1 of the Credit Agreement (as amended by this Amendment) and in the other Loan Documents to which it is a party (except to the extent such representations and warranties relate solely to an earlier date) are true and correct and additionally represents and warrants as follows: A. The execution and delivery of this Amendment and the performance by the Borrower and the Restricted Subsidiaries of their respective obligations under this Amendment, the Credit Agreement and the other Loan Documents, as amended hereby, are within the Borrower's or such Restricted Subsidiaries' corporate or partnership powers, have been duly authorized by all necessary corporate or partnership action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the Borrower's or such Restricted Subsidiaries' charter or bylaws or partnership agreement or of any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or such Restricted Subsidiary. B. This Amendment and the Credit Agreement as amended hereby are, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of the Borrower and each Restricted Subsidiary which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights generally and by general principles of equity. SECTION 4. Conditions to Effectiveness. The effectiveness of this Amendment is conditioned upon receipt by the Administrative Agent of all the following documents and items, each in form and substance reasonably satisfactory to the Administrative Agent: A. this Amendment executed by the Borrower and the Required Lenders. B. Borrower will pay, or cause the payment, to Administrative Agent for the account of each Lender a non-refundable amendment fee payable to each Lender determined by applying the 5 7 Amendment Fee Rate to such Lender's Percentage Share of the Facility Amount as of the date of this Amendment. C. Such other documents or items that the Administrative Agent may reasonably request. SECTION 5. Reaffirmation of Credit Agreement. This Amendment constitutes a "Loan Document" as defined in the Credit Agreement and shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement or the Credit Facility Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. SECTION 6. Parties in Interest. All grants, covenants and agreements contained in this Amendment shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Subsidiary may assign or transfer any of its rights or delegate any of its duties or obligations under this Amendment or any Loan Document without the prior written consent of all Lenders. SECTION 7. Counterparts. This Amendment may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AMENDMENT OR TO THE NOTES. SECTION 9. Severability. If any term or provision of this Amendment or of any Loan Document shall be determined to be illegal or unenforceable in any jurisdiction, such term or provision shall, as to such jurisdiction, be illegal or unenforceable, without affecting the remaining terms or provisions in that jurisdiction or the legality or enforceability of such terms or provisions in any other jurisdiction. SECTION 10. WAIVER OF JURY TRIAL, PUNITIVE DAMAGES. EACH OF THE BORROWER, AGENTS AND LENDERS HEREBY (I) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (II) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY 6 8 SUCH LITIGATION ANY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (III) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. SECTION 11. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED IN THE FEDERAL OR STATE COURTS OF TEXAS, EACH RESTRICTED SUBSIDIARY OF THE BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES ON THE DATE HEREOF AT 1400 WILLIAMS SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD, IRVING, TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY, SERVICE OF PROCESS IN TEXAS. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS. 7 9 SECTION 12. Effectiveness. This Amendment shall become effective as of June 29, 1998, when counterparts hereof executed on behalf of the Borrower and each Lender (or notice thereof satisfactory to the Agent) shall have been received by the Administrative Agent, and all conditions set forth in Section 4 hereof have been fulfilled. SECTION 13. Entire Agreement. THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 8 10 IN WITNESS WHEREOF, this Amendment is executed as of the date first written above. BORROWER: PIONEER NATURAL RESOURCES COMPANY By: /s/ Garrett Smith ---------------------------------------- Name: M. Garrett Smith Title: Executive Vice President and Chief Financial Officer LENDERS: NATIONSBANK, N.A., successor-by-merger to NationsBank of Texas, N.A., individually and as Administrative Agent and as Collateral Agent By: /s/ Frank K. Stowers --------------------------------------- Name: Frank K. Stowers Title: Vice President CIBC INC., individually and as Documentation Agent By: /s/ M.A.G. Corkum ---------------------------------------- Name: Michael A.G. Corkum Title: Authorized Signatory MORGAN GUARANTY TRUST COMPANY OF NEW YORK, individually and as Documentation Agent By: /s/ John Kowalczuk ---------------------------------------- Name: John Kowalczuk Title: Vice President S-1 11 THE CHASE MANHATTAN BANK, individually and as Syndication Agent By: /s/ Lawrence Palumbo, Jr. ---------------------------------------- Name: Lawrence Palumbo, Jr. Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, individually and as Co-Agent By: /s/ Ronald E. McKaig ---------------------------------------- Name: Ronald E. McKaig Title: Vice President THE BANK OF NEW YORK, individually and as Co-Agent By: /s/ Raymond J. Palmer ---------------------------------------- Name: Raymond J. Palmer Title: Vice President THE BANK OF NOVA SCOTIA, individually and as Co-Agent By: /s/ F.C.H. Ashby ---------------------------------------- Name: F.C.H. Ashby Title: Senior Manager, Loan Operations ROYAL BANK OF CANADA, individually and as Co-Agent By: /s/ Linda M. Stephens ---------------------------------------- Name: Linda M. Stephens Title: Senior Manager UNION BANK OF CALIFORNIA, N.A., individually and as Co-Agent By: /s/ Gary Shekerjian ---------------------------------------- Name: Gary Shekerjian Title: Assistant Vice President S-2 12 WELLS FARGO BANK, N.A., individually and as Co-Agent By: /s/ Lester J.N. Keliher ---------------------------------------- Name: Lester J.N. Keliher Title: Vice President THE FUJI BANK, LIMITED-HOUSTON AGENCY, individually and as Co-Agent By: /s/ David Kelley ---------------------------------------- Name: David Kelley Title: Sr. Vice President DEN NORSKE BANK ASA, individually and as Lead Manager By: /s/ J. Morten Kreutz ---------------------------------------- Name: J. Morten Kreutz Title: Vice President By: /s/ Charles E. Hall ---------------------------------------- Name: Charles E. Hall Title: Senior Vice President BANQUE PARIBAS, individually and as Lead Manager By: /s/ A. David Dodd ---------------------------------------- Name: A. David Dodd Title: Vice President By: /s/ Marian Livingston ---------------------------------------- Name: Marian Livingston Title: Vice President FIRST UNION NATIONAL BANK, individually and as Lead Manager By: /s/ Robert R. Wetteroff ---------------------------------------- Name: Robert R. Wetteroff Title: Senior Vice President S-3 13 BANKERS TRUST COMPANY, as a Lender By: /s/ Marcus Tarkington ---------------------------------------- Name: Marcus Tarkington Title: Vice President CREDIT AGRICOLE INDOSUEZ, as a Lender By:/s/ Dean Balice ---------------------------------------- Name: Dean Balice Title: Senior Vice President, Branch Manager By: /s/ W. Leroy Startz ---------------------------------------- Name: W. Leroy Startz Title: First Vice President NATEXIS BANQUE, as a Lender BFCE By: /s/ Mark A. Harrington ---------------------------------------- Name: Mark A. Harrington Title: Vice President and Regional Manager By: /s/ N. Eric Ditges ---------------------------------------- Name: N. Eric Ditges Title: Assistant Vice President TORONTO DOMINION (TEXAS), INC., as a Lender By: /s/ Debbie A. Greene ---------------------------------------- Name: Debbie A. Greene Title: Vice President THE TOYO TRUST & BANKING CO., LTD., as a Lender By: /s/ T. Mikumo ---------------------------------------- Name: T. Mikumo Title: Vice President S-4 14 WACHOVIA BANK, N.A., as a Lender By: ---------------------------------------- Name: Title: THE DAI-ICHI KANGYO BANK, LTD., NEW YORK BRANCH, as a Lender By: ---------------------------------------- Name: Title: THE SANWA BANK, LIMITED, as a Lender By: ---------------------------------------- Name: Title: KBC BANK N.V., as a Lender By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: S-5 15 Exhibit J Form of Designated Officer's Certificate Reference is made to (i) the Primary Credit Facility pursuant to that certain Amended and Restated Credit Facility Agreement dated as of December 18, 1997, as amended, by and among Borrower, NationsBank, N.A., 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 party thereto, and the Lenders from time to time parties thereto (the "Primary Credit Agreement") and (ii) the 364 Day Credit Facility pursuant to that certain Amended and Restated Credit Facility Agreement dated as of December 18, 1997, as amended, by and among Borrower, NationsBank, N.A., 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 party thereto, and the Lenders from time to time parties thereto (the "364 Day Credit Agreement" and, together with the Primary Credit Facility, the "Credit Agreements"). Terms which are defined in the Credit Agreements and which are used but not defined herein are used herein with the meanings given them in the Credit Agreements. This Certificate is furnished pursuant to Section 5.1(b)(2) of the Credit Agreements. Together herewith the Borrower is furnishing to Managing Agents, the Co-Agents and each Lender the Borrower's [Financial Statements] (the "Financial Statements") as of _____________ (the "Reporting Date"). The Borrower hereby represents, warrants, and acknowledges to Agents and each Lender that: (a) the Designated Officer of the Borrower signing this instrument is a duly elected, qualified and acting officer of the Borrower; (b) the Financial Statements are accurate and complete and satisfy the requirements of the Credit Agreements; (c) attached as Schedule I hereto is a schedule of calculations showing compliance (or noncompliance, as the case may be) as of the Reporting Date with the requirements of Section 5.3 of the Credit Agreements; and (d) on the Reporting Date, the Borrower was, and on the date hereof the Borrower is, in full compliance with the disclosure requirements of Section 5.1(d) of the Credit Agreements, and no Default otherwise existed on the Reporting Date or otherwise exists on the date of this Certificate [except for Default(s) under Section(s) _______________ of the Credit Agreements, which [is/are] more fully described on a schedule attached hereto]. Exhibit J - Page 1 16 The Designated Officer of the Borrower signing this instrument hereby certifies that he has reviewed the Loan Documents and the Financial Statements and has otherwise undertaken such inquiry as is in his opinion necessary to enable him to express an informed opinion with respect to the above representations, warranties and acknowledgments of the Borrower and, to the best of his knowledge, such representations, warranties, and acknowledgments are true, correct and complete. PIONEER NATURAL RESOURCES COMPANY By: ---------------------------------------- Name: Title: Date: -------------------------------------- Exhibit J - Page 2 17 Schedule I ================================================================================ COMPLIANCE WITH FINANCIAL COVENANTS AS OF _____________ . ($ in 000's) ================================================================================ A. EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO ======== Minimum ratio allowed :1 ======== B. CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION ======== Maximum ratio allowed % ======== ================================================================================ COMPUTATION OF FINANCIAL REQUIREMENTS AND RATIOS AS OF ______________ ================================================================================ A. EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO (Section 5.3(a)) ($ in 000's) (i) EBITDAX (as defined in Section 5.3(a)) For the period ended __________ , the sum of the amounts for such period of Consolidated net income, Consolidated Interest Expense, depreciation expense, depletion expense, amortization expense, federal and state income taxes, exploration and abandonment expense and other non-cash charges and expenses, all as determined on a Consolidated basis for Borrower and its Consolidated Subsidiaries; $ --------- (ii) CONSOLIDATED INTEREST EXPENSE (as defined in Section 5.3(a)) For the period ended ___________, total interest expense, whether paid or accrued, of Borrower and its Consolidated Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to Letters of Credit. $ --------- CONSOLIDATED INTEREST EXPENSE $ ========= EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO ((i)(ii)) $ ========= Minimum ratio allowed :1 ==========
Exhibit J - Page 3 18 B. CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION (Section 5.3(b)) ($ in 000's) (i) CONSOLIDATED TOTAL FUNDED DEBT (as defined in Section 1.1) (a) All indebtedness of Borrower and its Consolidated Subsidiaries for borrowed money $ --------- (b) Plus indebtedness of Borrower and its Consolidated Subsidiaries constituting an obligation to pay the deferred purchase price of property or services (other than customary payment terms taken in the ordinary course of the business) $ --------- (c) Plus indebtedness of Borrower and its Consolidated Subsidiaries evidenced by a bond, debenture, note or similar instrument $ --------- (d) Plus principal obligations under leases capitalized in accordance with GAAP under which either Borrower or any of its Consolidated Subsidiaries is the lessee $ --------- (e) Plus indebtedness or obligations of the type described in clauses (a), (b), (c) or (d) of the definition of Debt, which are secured by a Lien on any property owned by Borrower or any of its Consolidated Subsidiaries, whether or not such indebtedness or obligations have been assumed by Borrower or any of its Consolidated Subsidiaries (limited however to the lesser of (1) the amount of its liability or (2) the value of such property) (excluding Debt of the type referred to in clause (e) of the definition of "Debt") $ --------- (f) Plus the undischarged balance of any production payment created by Borrower or any of its Consolidated Subsidiaries or for the creation of which Borrower or its Consolidated Subsidiaries directly or indirectly received payment. $ --------- CONSOLIDATED TOTAL FUNDED DEBT $ =========
Exhibit J - Page 4 19 (ii) TOTAL CAPITALIZATION (as defined in Section 1.1) (a) Consolidated Total Funded Debt of the Borrower and its Consolidated Subsidiaries (See B(i) above) $ --------- (b) Plus Consolidated shareholders' equity of the Borrower and its Consolidated Subsidiaries $ --------- TOTAL CAPITALIZATION $ ========= CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION((i)/(ii)) % ========= Maximum ratio allowed % =========
Exhibit J - Page 5 EX-10.32 3 1ST AMENDMENT TO AMENDED/RESTATED CREDIT FACILITY 1 EXHIBIT 10.32 [364 DAY CREDIT FACILITY] ================================================================================ FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT by and among PIONEER NATURAL RESOURCES COMPANY, as Borrower, and NATIONSBANK, N.A., as Administrative Agent, and CIBC INC., as Documentation Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent, and THE CHASE MANHATTAN BANK, as Syndication Agent, THE CO-AGENTS SIGNATORY HERETO, and THE OTHER LENDERS SIGNATORY HERETO Dated as of June 29, 1998 ================================================================================ 2 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (herein called this "Amendment"), is made as of June 29, 1998, by and among PIONEER NATURAL RESOURCES COMPANY, a Delaware corporation (the "Borrower"), NATIONSBANK, N.A., as successor-by-merger to NationsBank of Texas, N.A., as Administrative Agent and Collateral 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" party to the Credit Agreement (as herein defined), and the other Lenders from time to time parties to the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents have heretofore entered into a certain Amended and Restated Credit Facility Agreement - 364 Day Credit Facility, dated as of December 18, 1997 (herein the "Credit Agreement"); and WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents now intend to amend the Credit Agreement in certain respects; and NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, each of the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents hereby agree as follows: SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit Agreement. SECTION 2. Amendments to Credit Agreement a. The Credit Agreement is hereby amended by modifying each reference therein to "NationsBank of Texas, N.A." to read "NationsBank, N.A., successor-by-merger to NationsBank of Texas, N.A." b. The definitions of "Amendment Fee Rate", "Eurodollar Margin" and "Facility Amount" in Section 1.1 of the Credit Agreement are hereby amended and restated to read in their entirety as follows: " "Amendment Fee Rate" means 15.0 basis points." " "Eurodollar Margin" means, on any date, with respect to each Eurodollar Portion of a Revolving Loan, the sum of (i) the applicable Commitment Utilization Margin plus (ii) the number of basis points per annum set forth below based on the Applicable Rating Level on such date: 3
=========================================================== Applicable Rating Level - ----------------------------------------------------------- Level I 20.0 b.p. - ----------------------------------------------------------- Level II 22.0 b.p. - ----------------------------------------------------------- Level III 25.0 b.p. - ----------------------------------------------------------- Level IV 38.0 b.p. - ----------------------------------------------------------- Level V 47.0 b.p. ===========================================================
Changes in the Eurodollar Margin will occur automatically without prior notice. Administrative Agent will give notice promptly to Borrower and the Lenders of changes in the Eurodollar Margin." " "Facility Amount" means the aggregate amount of the Commitments (which amount shall initially be $100,000,000), as such amount may be reduced from time to time pursuant to the terms of this Agreement." c. Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions of "Commitment Utilization", "Commitment Utilization Level", "Commitment Utilization Margin", "Year 2000 Compliant" and "Year 2000 Problem" in appropriate alphabetical order: " "Commitment Utilization" means, for any period, the ratio of (i) the aggregate amount of then outstanding Loans plus then existing LC Obligations to (ii) the current Facility Amount." " "Commitment Utilization Level" means the level set forth below that corresponds to the lowest of the ratings issued from time to time by Moody's and S&P, as applicable, for Borrower's senior unsecured long-term debt:
================================================================================ Moody's S&P - -------------------------------------------------------------------------------- Level A Baa3 or better BBB- or better - -------------------------------------------------------------------------------- Level B Less than Baa3 Less than BBB- ================================================================================
For example, if the Moody's rating is Ba1 and the S&P rating is BBB, Level B shall apply. For purposes of the foregoing, (i) if ratings for Borrower's senior unsecured long-term debt shall not be available from S&P or Moody's, Level B shall be deemed applicable; and (ii) if any of the Rating Agencies shall change its ratings nomenclature prior to the date all Obligations have been paid and the Commitments canceled, Borrower and the Lenders shall negotiate in good faith to amend the references to 2 4 specific ratings in this definition to reflect such change, and pending such amendment, if an appropriate Commitment Utilization Level is otherwise not determinable based upon the foregoing grid, the last Commitment Utilization Level in effect at the time of such change shall continue to apply." " "Commitment Utilization Margin" means, on any date, the number of basis points per annum set forth below based on the Commitment Utilization Level on such date:
================================================================================ Commitment Utilization Margin - -------------------------------------------------------------------------------- Commitment Commitment Commitment Utilization is Utilization is Utilization Level "< or equal to .50" ">.50" - -------------------------------------------------------------------------------- Level A 0 b.p. 5.0 b.p. - -------------------------------------------------------------------------------- Level B 0 b.p. 10.0 b.p. ================================================================================
; provided, however, for the purpose of determining the Commitment Utilization Margin for all periods ending prior to or on June 30, 1999, the Commitment Utilization of Borrower shall be deemed to be greater than ".50". Changes in the Commitment Utilization Margin will occur automatically without prior notice." " "Year 2000 Compliant" has the meaning given it in Section 4.1(s)." " "Year 2000 Problem" has the meaning given it in Section 4.1(s)." d. Section 4.1 of the Credit Agreement is hereby amended by inserting the following Section 4.1(s) after Section 4.1(r): "(s) Year 2000 Compliance. Borrower has (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers and vendors) that could be adversely affected by the Year 2000 Problem (as herein defined), (ii) developed a plan and time line for addressing the Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan in accordance with that timetable. Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to its or any of its Subsidiaries' business and operations will be Year 2000 Compliant, except to the extent that a failure to do so could not reasonably be expected to have Material Adverse Effect. As used herein, the term "Year 2000 Problem" means the risk that computer applications used by the Borrower or any of its Subsidiaries (or its suppliers and vendors) may be unable to recognize and perform properly date- sensitive functions involving certain dates prior to and any date after December 31, 1999. As used herein, the term "Year 2000 Compliant" means that all computer applications 3 5 will on a timely basis be able to perform properly date- sensitive functions for all dates before and after January 1, 2000." e. Section 5.1 of the Credit Agreement is hereby amended by inserting the following Section 5.1(m) after Section 5.1(l): "(m) Year 2000 Compliance. Borrower will promptly notify Administrative Agent in the event Borrower discovers or determines that any computer application (including those of its suppliers and vendors) that is material to its or any of its Subsidiaries' business and operations will not be Year 2000 Compliant on a timely basis, except to the extent that such failure could not reasonably be expected to have a Material Adverse Effect." f. Section 5.3(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "(a) EBITDAX to Consolidated Interest Expense Ratio. The ratio of Borrower's "EBITDAX" to "Consolidated Interest Expense" for the last four rolling Fiscal Quarters (i) ending June 30, 1998 and September 30, 1998, will not be less than 2.50 to 1.0, (ii) ending December 31, 1998, will not be less than 2.75 to 1.0, (iii) ending March 31, 1999, will not be less than 3.00 to 1.0, (iv) ending June 30, 1999, will not be less than 3.25 to 1.0, and (v) ending after June 30, 1999, will not be less than 3.75 to 1.0; provided, however, that for the periods for calculation ending on or before December 31, 1998, each reference to "for the last four rolling Fiscal Quarters" shall be deemed to be a reference to the period from April 1, 1998 through the date of such calculation. As used in this paragraph, the term "Consolidated Interest Expense" means for any period, total interest expense, whether paid or accrued, of Borrower and its Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to Letters of Credit (as defined in the Primary Credit Facility). As used in this paragraph, the term "EBITDAX" means for any period the sum of the amounts for such period of Consolidated net income, Consolidated Interest Expense, depreciation expense, depletion expense, amortization expense, federal and state income taxes, exploration and abandonment expense and other non-cash charges and expenses, all as determined on a Consolidated basis for Borrower and its Subsidiaries." g. Section 5.3(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "(b) Consolidated Total Funded Debt to Total Capitalization. Borrower's Consolidated Total Funded Debt to Total Capitalization will not (i) as of the last day of the Fiscal Quarters ending June 30, 1998 and September 30, 1998, be greater than 62.5%, and (ii) as of the last day of any Fiscal Quarter ending after September 30, 1998, be greater than 60%." 4 6 h. The fourth sentence of Section 8.17 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED IN THE FEDERAL OR STATE COURTS OF TEXAS, EACH RESTRICTED SUBSIDIARY OF THE BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES ON THE DATE HEREOF AT 1400 WILLIAMS SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD, IRVING, TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY, SERVICES OF PROCESS IN TEXAS." i. The Credit Agreement is hereby amended by replacing Exhibit J to the Credit Agreement with Exhibit J to this Amendment. j. The Credit Agreement is hereby amended by replacing Schedule 1 to the Credit Agreement with Schedule 1 to this Amendment. k. Schedule 3 attached to the Credit Agreement is hereby amended by deleting therefrom the reference to "Pioneer Natural Resources (GPC) Inc., a Delaware corporation". SECTION 3. Representations and Warranties. To confirm each Lender's understanding concerning Borrower and its businesses, properties and obligations, and to induce the Managing Agents, the Collateral Agent, the Co-Agents and each Lender to enter into this Amendment, the Borrower hereby reaffirms to the Managing Agents, the Collateral Agent, the Co-Agents and each Lender that, as of the date hereof, its representations and warranties contained in Section 4.1 of the Credit Agreement (as amended by this Amendment) and in the other Loan Documents to which it is a party (except to the extent such representations and warranties relate solely to an earlier date) are true and correct and additionally represents and warrants as follows: A. The execution and delivery of this Amendment and the performance by the Borrower and the Restricted Subsidiaries of their respective obligations under this Amendment, the Credit Agreement and the other Loan Documents, as amended hereby, are within the Borrower's or such Restricted Subsidiaries' corporate or partnership powers, have been duly authorized by all necessary corporate or partnership action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the Borrower's or such Restricted Subsidiaries' charter or bylaws or partnership agreement or of any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or such Restricted Subsidiary. B. This Amendment and the Credit Agreement as amended hereby are, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of the Borrower and each Restricted Subsidiary which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights generally and by general principles of equity. 5 7 SECTION 4. Conditions to Effectiveness. The effectiveness of this Amendment is conditioned upon receipt by the Administrative Agent of all the following documents and items, each in form and substance reasonably satisfactory to the Administrative Agent: A. this Amendment executed by the Borrower and the Required Lenders. B. Borrower will pay, or cause the payment, to Administrative Agent for the account of each Lender a non-refundable amendment fee payable to each Lender determined by applying the Amendment Fee Rate to such Lender's Percentage Share of the Facility Amount as of the date of this Amendment. C. Such other documents or items that the Administrative Agent may reasonably request. SECTION 5. Reaffirmation of Credit Agreement. This Amendment constitutes a "Loan Document" as defined in the Credit Agreement and shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement or the Credit Facility Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby. SECTION 6. Parties in Interest. All grants, covenants and agreements contained in this Amendment shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Subsidiary may assign or transfer any of its rights or delegate any of its duties or obligations under this Amendment or any Loan Document without the prior written consent of all Lenders. SECTION 7. Counterparts. This Amendment may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AMENDMENT OR TO THE NOTES. SECTION 9. Severability. If any term or provision of this Amendment or of any Loan Document shall be determined to be illegal or unenforceable in any jurisdiction, such term or provision shall, as to such jurisdiction, be illegal or unenforceable, without affecting the remaining terms or provisions in that jurisdiction or the legality or enforceability of such terms or provisions in any other jurisdiction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ffectiveness. This Amendment shall become effective as of June 29, 1998, when counterparts hereof executed on behalf of the Borrower and each Lender (or notice thereof satisfactory to the Agent) shall have been received by the Administrative Agent, and all conditions set forth in Section 4 hereof have been fulfilled. SECTION 13. Entire Agreement. THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 8 10 IN WITNESS WHEREOF, this Amendment is executed as of the date first written above. BORROWER: PIONEER NATURAL RESOURCES COMPANY By: /s/ Garrett Smith ---------------------------------------- Name: M. Garrett Smith Title: Executive Vice President and Chief Financial Officer LENDERS: NATIONSBANK, N.A., successor-by-merger to NationsBank of Texas, N.A., individually and as Administrative Agent and as Collateral Agent By: /s/ Frank K. Stowers ---------------------------------------- Name: Frank K. Stowers Title: Vice President CIBC INC., individually and as Documentation Agent By: /s/ M. A.G. Corkum ---------------------------------------- Name: Michael A.G. Corkum Title: Authorized Signatory MORGAN GUARANTY TRUST COMPANY OF NEW YORK, individually and as Documentation Agent By: /s/ John Kowalczuk ---------------------------------------- Name: Michael Kowalczuk Title: Vice President S-1 11 THE CHASE MANHATTAN BANK, individually and as Syndication Agent By: /s/ Lawrence Palumbo, Jr. ---------------------------------------- Name: Lawrence Palumbo, Jr. Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, individually and as Co-Agent By: /s/ Ronald E. McKaig ---------------------------------------- Name: Ronald E. McKaig Title: Vice President THE BANK OF NEW YORK, individually and as Co-Agent By: /s/ Raymond J. Palmer ---------------------------------------- Name: Raymond J. Palmer Title: Vice President THE BANK OF NOVA SCOTIA, individually and as Co-Agent By: /s/ F.C.H. Ashby ---------------------------------------- Name: F.C.H. Ashby Title: Senior Manager, Loan Operations ROYAL BANK OF CANADA, individually and as Co-Agent By: /s/ Linda M. Stephens ---------------------------------------- Name: Linda M. Stephens Title: Senior Manager UNION BANK OF CALIFORNIA, N.A., individually and as Co-Agent By: /s/ Gary Shekerjian ---------------------------------------- Name: Gary Shekerjian Title: Assistant Vice President S-2 12 WELLS FARGO BANK, N.A., individually and as Co-Agent By: /s/ Lester J.N. Keliher ---------------------------------------- Name: Lester J.N. Keliher Title: Vice President THE FUJI BANK, LIMITED-HOUSTON AGENCY, individually and as Co-Agent By: /s/ David Kelley ---------------------------------------- Name: David Kelley Title: Sr. Vice President DEN NORSKE BANK ASA, individually and as Lead Manager By: /s/ J. Morten Kreutz ---------------------------------------- Name: J. Morten Kreutz Title: Vice President By: /s/ Charles E. Hall ---------------------------------------- Name: Charles E. Hall Title: Senior Vice President BANQUE PARIBAS, individually and as Lead Manager By: /s/ A. David Dodd ---------------------------------------- Name: A. David Dodd Title: Vice President By: /s/ Marian Livingston ---------------------------------------- Name: Marian Livingston Title: Vice President FIRST UNION NATIONAL BANK, individually and as Lead Manager By: /s/ Robert R. Wetteroff ---------------------------------------- Name: Robert R. Wetteroff Title: Senior Vice President S-3 13 BANKERS TRUST COMPANY, as a Lender By: /s/ Marcus Tarkington ---------------------------------------- Name: Marcus Tarkington Title: Vice President CREDIT AGRICOLE INDOSUEZ, as a Lender By: /s/ W. Leroy Startz ---------------------------------------- Name: W. Leroy Startz Title: First Vice President By: /s/ Dean Balice ---------------------------------------- Name: Dean Balice Title: Senior Vice President, Branch Manager NATEXIS BANQUE, as a Lender BFCE By: /s/ Mark A. Harrington ---------------------------------------- Name: Mark A. Harrington Title: Vice President and Regional Manager By: /s/ N. Eric Ditges ---------------------------------------- Name: N. Eric Ditges Title: Assistant Vice President TORONTO DOMINION (TEXAS), INC., as a Lender By: /s/ Debbie A. Greene ---------------------------------------- Name: Debbie A. Greene Title: Vice President THE TOYO TRUST & BANKING CO., LTD., as a Lender By: /s/ T. Mikumo ---------------------------------------- Name: T. Mikumo Title: Vice President S-4 14 WACHOVIA BANK, N.A., as a Lender By: ---------------------------------------- Name: Title: THE DAI-ICHI KANGYO BANK, LTD., NEW YORK BRANCH, as a Lender By: ---------------------------------------- Name: Title: THE SANWA BANK, LIMITED, as a Lender By: ---------------------------------------- Name: Title: KBC BANK N.V., as a Lender By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: S-5 15 Exhibit J Form of Designated Officer's Certificate Reference is made to (i) the Primary Credit Facility pursuant to that certain Amended and Restated Credit Facility Agreement dated as of December 18, 1997, as amended, by and among Borrower, NationsBank, N.A., 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 party thereto, and the Lenders from time to time parties thereto (the "Primary Credit Agreement") and (ii) the 364 Day Credit Facility pursuant to that certain Amended and Restated Credit Facility Agreement dated as of December 18, 1997, as amended, by and among Borrower, NationsBank, N.A., 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 party thereto, and the Lenders from time to time parties thereto (the "364 Day Credit Agreement" and, together with the Primary Credit Facility, the "Credit Agreements"). Terms which are defined in the Credit Agreements and which are used but not defined herein are used herein with the meanings given them in the Credit Agreements. This Certificate is furnished pursuant to Section 5.1(b)(2) of the Credit Agreements. Together herewith the Borrower is furnishing to Managing Agents, the Co-Agents and each Lender the Borrower's [Financial Statements] (the "Financial Statements") as of _____________ (the "Reporting Date"). The Borrower hereby represents, warrants, and acknowledges to Agents and each Lender that: (a) the Designated Officer of the Borrower signing this instrument is a duly elected, qualified and acting officer of the Borrower; (b) the Financial Statements are accurate and complete and satisfy the requirements of the Credit Agreements; (c) attached as Schedule I hereto is a schedule of calculations showing compliance (or noncompliance, as the case may be) as of the Reporting Date with the requirements of Section 5.3 of the Credit Agreements; and (d) on the Reporting Date, the Borrower was, and on the date hereof the Borrower is, in full compliance with the disclosure requirements of Section 5.1(d) of the Credit Agreements, and no Default otherwise existed on the Reporting Date or otherwise exists on the date of this Certificate [except for Default(s) under Section(s)_________ of the Credit Agreements, which [is/are] more fully described on a schedule attached hereto]. Exhibit J - Page 1 16 The Designated Officer of the Borrower signing this instrument hereby certifies that he has reviewed the Loan Documents and the Financial Statements and has otherwise undertaken such inquiry as is in his opinion necessary to enable him to express an informed opinion with respect to the above representations, warranties and acknowledgments of the Borrower and, to the best of his knowledge, such representations, warranties, and acknowledgments are true, correct and complete. PIONEER NATURAL RESOURCES COMPANY By: ---------------------------------------- Name: Title: Date: -------------------------------------- Exhibit J - Page 2 17 Schedule I ================================================================================ COMPLIANCE WITH FINANCIAL COVENANTS AS OF _____________ . ($ in 000's) ================================================================================ A. EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO ======== Minimum ratio allowed :1 ======== B. CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION ======== Maximum ratio allowed % ======== ================================================================================ COMPUTATION OF FINANCIAL REQUIREMENTS AND RATIOS AS OF ____________ ================================================================================ A. EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO (Section 5.3(a)) ($ in 000's) (i) EBITDAX (as defined in Section 5.3(a)) For the period ended __________ , the sum of the amounts for such period of Consolidated net income, Consolidated Interest Expense, depreciation expense, depletion expense, amortization expense, federal and state income taxes, exploration and abandonment expense and other non-cash charges and expenses, all as determined on a Consolidated basis for Borrower and its Consolidated Subsidiaries; $ --------- (ii) CONSOLIDATED INTEREST EXPENSE (as defined in Section 5.3(a)) For the period ended _________ , total interest expense, whether paid or accrued, of Borrower and its Consolidated Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to Letters of Credit. $ --------- CONSOLIDATED INTEREST EXPENSE $ ========= EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO ((i)(ii)) $ ========= Minimum ratio allowed :1 ==========
Exhibit J - Page 3 18 B. CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION (Section 5.3(b)) ($ in 000's) (i) CONSOLIDATED TOTAL FUNDED DEBT (as defined in Section 1.1) (a) All indebtedness of Borrower and its Consolidated Subsidiaries for borrowed money $ --------- (b) Plus indebtedness of Borrower and its Consolidated Subsidiaries constituting an obligation to pay the deferred purchase price of property or services (other than customary payment terms taken in the ordinary course of the business) $ --------- (c) Plus indebtedness of Borrower and its Consolidated Subsidiaries evidenced by a bond, debenture, note or similar instrument $ --------- (d) Plus principal obligations under leases capitalized in accordance with GAAP under which either Borrower or any of its Consolidated Subsidiaries is the lessee $ --------- (e) Plus indebtedness or obligations of the type described in clauses (a), (b), (c) or (d) of the definition of Debt, which are secured by a Lien on any property owned by Borrower or any of its Consolidated Subsidiaries, whether or not such indebtedness or obligations have been assumed by Borrower or any of its Consolidated Subsidiaries (limited however to the lesser of (1) the amount of its liability or (2) the value of such property) (excluding Debt of the type referred to in clause (e) of the definition of "Debt") $ --------- (f) Plus the undischarged balance of any production payment created by Borrower or any of its Consolidated Subsidiaries or for the creation of which Borrower or its Consolidated Subsidiaries directly or indirectly received payment. $ --------- CONSOLIDATED TOTAL FUNDED DEBT $ =========
Exhibit J - Page 4 19 (ii) TOTAL CAPITALIZATION (as defined in Section 1.1) (a) Consolidated Total Funded Debt of the Borrower and its Consolidated Subsidiaries (See B(i) above) $ --------- (b) Plus Consolidated shareholders' equity of the Borrower and its Consolidated Subsidiaries $ --------- TOTAL CAPITALIZATION $ ========= CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL CAPITALIZATION((i)/(ii)) % ========= Maximum ratio allowed % =========
Exhibit J - Page 5 20 Schedule 1 Schedule of Lenders' Commitments and Percentage Share
Lenders Commitment Percentage Share ------- ---------- ---------------- NationsBank, N.A. $8,636,363.64 8.636363636363640% CIBC Inc. $8,636,363.64 8.636363636363640% Morgan Guaranty Trust Company of New $8,636,363.64 8.636363636363640% York The Chase Manhattan Bank $8,636,363.64 8.636363636363640% Bank of America National Trust and $5,454,545.45 5.454545454545450% Savings Association The Bank of New York $5,454,545.45 5.454545454545450% The Bank of Nova Scotia $5,454,545.45 5.454545454545450% Royal Bank of Canada $5,454,545.45 5.454545454545450% Union Bank of California, N.A. $5,454,545.45 5.454545454545450% Wells Fargo Bank, N.A. $5,454,545.45 5.454545454545450% The Fuji Bank, Limited - Houston Agency $5,454,545.45 5.454545454545450% Den Norske Bank ASA $3,636,363.64 3.636363636363640% Banque Paribas $3,636,363.64 3.636363636363640% First Union National Bank $3,636,363.64 3.636363636363640% Bankers Trust Company $1,818,181.82 1.818181818181820% Credit Agricole Indosuez $1,818,181.82 1.818181818181820% Natexis Banque $1,818,181.82 1.818181818181820% Toronto Dominion (Texas), Inc. $1,818,181.82 1.818181818181820% The Toyo Trust & Banking Co., Ltd. $1,818,181.82 1.818181818181820% Wachovia Bank, N.A. $1,818,181.82 1.818181818181820% The Dai-Ichi Kangyo Bank, Ltd., New $1,818,181.82 1.818181818181820% York Branch The Sanwa Bank, Limited $1,818,181.82 1.818181818181820% KBC Bank N.V. $1,818,181.82 1.818181818181820% =============================================== Totals: $100,000,000.00 100.000000000000000% Schedule 1 - Page 1
EX-10.34 4 1ST AMENDING AGREEMENT DATED JUNE 29, 1998 1 EXHIBIT 10.34 Execution Copy FIRST AMENDING AGREEMENT THIS FIRST AMENDING AGREEMENT dated June 29, 1998 BETWEEN: PIONEER NATURAL RESOURCES CANADA INC. - and - THE LENDERS HERETO - and - CANADIAN IMPERIAL BANK OF COMMERCE PREAMBLE: The parties hereto are parties to the Credit Agreement dated as of December 18, 1997 (the "Credit Agreement") and wish to amend the Credit Agreement to reflect changes to the credit established thereunder. NOW THEREFORE in consideration of the covenants and agreements between the parties contained in this First Amending Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. INTERPRETATION In this First Amending Agreement, capitalized terms which are not otherwise defined herein shall have the meaning given in the Credit Agreement. 2. AMENDMENTS The Credit Agreement is hereby amended as follows: (a) Section 3.12(a) is deleted and replaced with the following: (a) INTEREST AND FEES. Interest payable by the Borrower under each Accommodation shall be determined in the following manner: (i) each Canadian Prime Rate Loan shall bear interest at a variable rate of interest per annum equal to the Canadian Prime Rate; 2 - 2 - Execution Copy (ii) each U.S. Base Rate Loan shall bear interest at a variable rate per annum equal to the U.S. Base Rate; (iii) each Alternate Base Rate Loan shall bear interest at a variable rate of interest per annum equal to the Alternate Base Rate; (iv) each LIBOR Based Loan shall bear interest at a rate per annum equal to the sum of: (i) LIBOR, plus (ii) the applicable Commitment Utilization Margin, plus (iii) the applicable margin based on the Applicable Rating Level as indicated in the table below; (v) each Canadian Eurodollar Loan shall bear interest at a rate per annum equal to the sum of: (i) the Canadian Eurodollar Rate, plus (ii) the applicable Commitment Utilization Margin, plus (iii) the applicable margin based on the Applicable Rating Level as indicated on the table below; and (vi) for each Bankers' Acceptance, the stamping fee payable by the Borrower on the acceptance thereof by the Canadian Resident Lenders shall be based on the sum of: (i) the applicable Commitment Utilization Margin, plus (ii) the applicable margin based on the Applicable Rating Level as indicated in the table below.
- -------------------------------------------------------------------------------- Applicable Rating Level I II III IV V - -------------------------------------------------------------------------------- Stamping fee on Bankers' 18 20 23 36 45 Acceptances and margins on LIBOR Based Loans/Canadian Eurodollar Loans (Basis Points) - --------------------------------------------------------------------------------
(b) Section 13.1 is amended with the addition of the following as Section 13.1(r): (r) YEAR 2000 COMPLIANCE (i) In this Section 13.1(r): 3 - 3 - Execution Copy "YEAR 2000 PROBLEM" means the risk that computer applications used by the Borrower or any of its Subsidiaries (or its suppliers and vendors) may be unable to recognize and perform properly date- sensitive functions involving certain dates prior to, and any date after, December 31, 1999; and "YEAR 2000 COMPLIANT" means that all computer applications will on a timely basis be able to perform properly date-sensitive functions for all dates before and after January 1, 2000. (ii) The Borrower has: (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers and vendors) that could be adversely affected by the Year 2000 Problem, (ii) developed a plan and time line for addressing the Year 2000 Problem on a timely basis, and (iii) to date, implemented that plan in accordance with that time table. The Borrower reasonably believes that all computer applications (including those of its suppliers and vendors) that are material to its or any of its Subsidiaries' business and operations will be Year 2000 Compliant, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) Section 14.1 is amended with the addition of the following as 14.1(n): (n) YEAR 2000 COMPLIANCE. The Borrower will promptly notify the Agent in the event the Borrower discovers or determines that any computer application (including those of its suppliers and vendors) that is material to its or any of its Subsidiaries' business and operations will not be Year 2000 Compliant on a timely basis, except to the extent that such failure could not reasonably be expected to have a Material Adverse Effect. (d) Schedule "A" is amended with the addition of the following definitions in appropriate alphabetical order: "Commitment Utilization" means, for any period, the ratio of: (i) the Outstandings to (ii) the Commitment Amount, provided that for purposes of determining the Commitment Utilization Margin for the period ending June 30, 1999, the Commitment Utilization is deemed to be ">.50". 4 - 4 - Execution Copy "COMMITMENT UTILIZATION LEVEL" means the level set forth below that corresponds to the lowest of the ratings issued from time to time by Moody's and S&P, as applicable, for the Parent's senior unsecured long-term debt:
================================================================================ Moody's S&P - -------------------------------------------------------------------------------- Level A Baa3 or better BBB- or better Level B Less than Baa3 Less than BBB- ================================================================================
For example, if the Moody's rating is Ba1 and the S&P rating is BBB, Level B shall apply. For purposes of the foregoing, (i) if ratings for the Parent's senior unsecured long-term debt shall not be available from S&P or Moody's, Level B shall be deemed applicable; and (ii) if any of the Rating Agencies shall change its ratings nomenclature prior to the date all Obligations have been paid and the Commitments cancelled, the Parent and the Lenders shall negotiate in good faith to amend the reference to specific ratings in this definition to reflect such change, and pending such amendment, if an appropriate Commitment Utilization Level is otherwise not determinable based upon the foregoing grid, the last Commitment Utilization Level in effect at the time of such change shall continue to apply. "Commitment Utilization Margin" means, on any date, the number of Basis Points per annum set forth below based on the Commitment Utilization Level on such date:
- -------------------------------------------------------------------------------- Commitment Utilization Margin - -------------------------------------------------------------------------------- Commitment Commitment Utilization Commitment Utilization Level is "< or equal to .50" Utilization is ">.50" - -------------------------------------------------------------------------------- Level A 0 b.p. 5.0 b.p - -------------------------------------------------------------------------------- Level B 0 b.p. 10.0 b.p - --------------------------------------------------------------------------------
"Year 2000 Compliant" has the meaning attributed to it in Section 13.1(r) of the Agreement. "Year 2000 Problem" has the meaning attributed to it in Section 13.1(r) of the Agreement. 3. Representations and Warranties. To confirm each Lender's understanding concerning the Borrower and its businesses, properties and obligations, and to induce the Agent and each Lender to enter into this First Amending Agreement, the Borrower hereby reaffirms to the Agent and each Lender that, as of the date hereof, its representations and warranties contained in Section 5 - 5 - Execution Copy 13.1 of the Credit Agreement (as amended by this First Amending Agreement) and in the Documents to which it is a party (except to the extent such representations and warranties relate solely to an earlier date) are true and correct and additionally represents and warrants as follows: (a) The execution and delivery of this First Amending Agreement and the performance by the Borrower and the Restricted Subsidiaries of their respective obligations under this First Amending Agreement, the Credit Agreement and the other Documents, as amended hereby, are within the Borrower's or such Restrictive Subsidiaries' corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of Law or of the Borrower's or such Restrictive Subsidiaries' constating documents or by-laws or of any Law or material agreement, judgment, license, order or permit applicable to or binding upon such Borrower or Restrictive Subsidiary. (b) This First Amending Agreement and the Credit Agreement, as amended hereby, are, and the other Documents when fully executed and delivered will be, legal, valid and binding obligations of the Borrower and each Restrictive Subsidiary which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, winding-up, moratorium or similar Laws relating to the enforcement of creditors' rights generally and by general principles of equity. 4. Conditions to Effectiveness. The effectiveness of this First Amending Agreement is conditional upon the following: (a) The Borrower shall pay, or cause the payment, to the Agent for the account of each Lender a non-refundable amendment fee determined by applying the amendment fee rate of 15 Basis Points to the Commitments (whether used or unused) as of the date of this First Amending Agreement. Such amendment fee shall be allocated among the Lenders based on their Pro-Rata Shares; and (b) The Borrower shall deliver such other documents or items that the Agent may reasonably request in a form and substance reasonably satisfactory to the Agent. 5. Effective Date. The amendments contained herein shall be effective as of the date of this First Amending Agreement. 6. Continuing Effect. Each of the parties hereto acknowledges and agrees that the Credit Agreement, as amended by this First Amending Agreement, the Support Guarantees and the Parent Guarantee each dated as of December 18, 1997 delivered to the Agent and Lenders, shall be and continue in full force and effect and are hereby confirmed and the rights and obligations 6 - 6 - Execution Copy of all parties thereunder shall not be affected or prejudiced in any manner except as specifically provided for herein. 7. Counterparts. This First Amending Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, but all of which when taken together constitute one and the same instrument; any party may execute this First Amending Agreement by signing any counterpart of it. IN WITNESS WHEREOF, the Parties have caused this First Amending Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PIONEER NATURAL RESOURCES CANADA INC., as Borrower By: /s/ Jane Stevenson ---------------------------------------- Name: Jane Stevenson Title: Controller CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Resident Lender and Administrative Agent By: /s/ David Swain ---------------------------------------- Name: David Swain Title: Vice President By: /s/ James Chepyha ---------------------------------------- Name: James Chepyha Title: Executive Director Address: Bankers Hall, 10th floor 855-2nd Street S.W. Calgary, Alberta T2P 4J7 Fax: 403-221-5779 This is a counterpart execution page to the First Amending Agreement dated June 29, 1998. 7 - 7 - Execution Copy THE BANK OF NOVA SCOTIA, as Canadian Resident Lender By: /s/ Dan Belot ---------------------------------------- Name: Dan Belot Title: Relationship Manager By: /s/ Michael Jackson ---------------------------------------- Name: Michael Jackson Title: Vice President and Office Head Address: Corporate & Energy Banking Suite 3820, 700-2nd Street S.W. Calgary, Alberta T2P 2N7 Fax: 403-221-6497 ROYAL BANK OF CANADA, as Canadian Resident Lender By: /s/ Bruce Edgelow ---------------------------------------- Name: Bruce Edgelow Title: Senior Account Manager By: /s/ Lorne Gartner ---------------------------------------- Name: Lorne Gartner Title: Manager Address: Oil & Gas Banking Centre 335 8th Avenue S.W., 11th floor, Calgary, Alberta T2P 1C9 Fax: 403-292-3436 This is a counterpart execution page to the First Amending Agreement dated June 29, 1998. 8 - 8 - Execution Copy THE CHASE MANHATTAN BANK OF CANADA, as Canadian Resident Lender By: /s/ Christine Chan ---------------------------------------- Name: Christine Chan Title: Vice President Address: 1 First Canadian Place 6900, 100 King Street West Toronto, Ontario M5X 1A4 Fax: 416-216-4161 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Non-resident Lender By: /s/ John Kowalczuk ---------------------------------------- Name: John Kowalczuk Title: Vice President Address: 60 Wall Street, 22nd floor New York, New York 10260 Fax: 212-648-5014 NATIONSBANK, N.A., successor-by-merger to NationsBank of Texas, N.A. as Non-resident Lender By: /s/ Frank Stowers ---------------------------------------- Name: Frank Stowers Title: Vice President Address: 303 West Wall Street Midland, Texas 79701 Fax: 915-685-2009 This is a counterpart execution page to the First Amending Agreement dated June 29, 1998. 9 - 9 - Execution Copy THE TORONTO-DOMINION BANK, as Canadian Resident Lender By: /s/ Loretta Palandri ---------------------------------------- Name: Loretta Palandri Title: Manager, Corporate Banking Address: 800 Home Oil Tower 324-8th Avenue S.W. Calgary, Alberta T2P 2Z2 Fax: 403-292-2772 FIRST UNION NATIONAL BANK, as Non-resident Lender By: /s/ Michael Kolosowsky ---------------------------------------- Name: Michael Kolosowsky Title: Vice President Address: One First Union Center 301 South College Street, TW-11 Charlotte, North Carolina 28288-0658 Fax: 704-374-6249 WACHOVIA BANK, N.A., as Non-resident Lender By: /s/ Paige Mesaros ---------------------------------------- Name: Paige Mesaros Title: Vice President Address: 191 Peachtree Street N.E. MC370, 28th floor Atlanta, Georgia 30303 Fax: 404-332-6898 This is a counterpart execution page to the First Amending Agreement dated June 29, 1998. EX-10.42 5 AMENDMENT NO. 1 TO EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 10.42 AMENDMENT NO. 1 TO PIONEER NATURAL RESOURCES COMPANY EMPLOYEE STOCK PURCHASE PLAN AMENDMENT NO. 1 (this "Amendment") to that certain Employee Stock Purchase Plan (the "Plan") of Pioneer Natural Resources Company (the "Company") executed August 7, 1997. RECITALS WHEREAS, the Company has adopted the Plan; and WHEREAS, the Board of Directors of the Company, acting through the Compensation Committee of the Board of Directors of the Company (which administers the Plan), has authorized amendments to the Plan, which amendments are memorialized below in this Amendment. NOW, THEREFORE, the Plan is hereby amended as follows: 1. Amendment of subparagraph 7(b). The first sentence of subparagraph 7(b) of the Plan is hereby amended in its entirety to read as follows: "The option price per share of Stock to be paid by each Eligible Employee on each exercise of his option shall be an amount equal to 85% of the Fair Market Value of the Stock on the date of exercise." 2. Amendment of subparagraph 12(c). Subparagraph 12(c) of the Plan is hereby amended in its entirety to read as follows: "(c) CHANGE OF CONTROL DEFINED. For purposes of subparagraph 12(b) of the Plan, a "Change of Control" shall have occurred if (and only if) a "Change in Control" occurs under the Company's Long-Term Incentive Plan dated August 7, 1997, or under any successor plan to such Long-Term Incentive Plan, as any such plan may from time to time be amended." 3. Confirmation of the Plan. Except as to the extent modified by this Amendment, the Plan is hereby ratified and confirmed in all respects. 1 2 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer as of this 9th day of December, 1998. PIONEER NATURAL RESOURCES COMPANY By: /s/ Larry N. Paulsen ----------------------------- Name: Larry N. Paulsen Title: Vice President--Administration and Risk Management 2 EX-10.69 6 SECOND AMENDED/RESTATED CREDIT FACILITY AGREEMENT 1 EXHIBIT 10.69 [PRIMARY CREDIT FACILITY] ================================================================================ SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT by and among PIONEER NATURAL RESOURCES COMPANY, as BORROWER, and NATIONSBANK, N.A., as ADMINISTRATIVE AGENT, and CIBC INC., as DOCUMENTATION AGENT, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as DOCUMENTATION AGENT, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as SYNDICATION AGENT, THE CO-AGENTS SIGNATORY HERETO, and THE OTHER LENDERS SIGNATORY HERETO Dated as of March 19, 1999 --------------------- NATIONSBANC MONTGOMERY SECURITIES LLC, as LEAD ARRANGER and BOOK MANAGER ================================================================================ 2 SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (herein called this "Amendment and Restatement"), is made as of March 19, 1999, by and among PIONEER NATURAL RESOURCES COMPANY, a Delaware corporation (the "Borrower"), NATIONSBANK, N.A., as successor-by-merger to NationsBank of Texas, N.A., as Administrative Agent and Collateral Agent, CIBC INC., as Documentation Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the "Co-Agents" party to the Credit Agreement (as herein defined), and the other Lenders from time to time parties to the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co- Agents have heretofore entered into a certain Amended and Restated Credit Facility Agreement - Primary Credit Facility, dated as of December 18, 1997, as previously amended (herein the "Credit Agreement"); and WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co- Agents now intend to amend and restate the Credit Agreement; and NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, each of the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents hereby agree as follows: SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit Agreement, as amended and restated by the Amendment and Restatement. SECTION 2. Amendments to Credit Agreement. Effective as of Effective Date, the Credit Agreement is hereby amended and restated in its current form with the following amendments: a. The definitions of "Amendment Fee Rate", "Applicable Rating Level", "Consolidated Interest Expense", "EBITDAX", "Eurodollar Margin" and "Facility Fee Rate" in Section 1.1 of the Credit Agreement are hereby amended and restated to read in their entirety as follows: " "Amendment Fee Rate" means 37.5 basis points." " "Applicable Rating Level" means the level set forth below that corresponds to the lowest of ratings issued from time to time by Moody's and S&P, as applicable to Borrower's senior, unsecured long-term debt: 3
======================================================= Moody's S&P - ------------------------------------------------------- Level I >= Baa3 >= BBB- - ------------------------------------------------------- Level II Ba1 BB+ - ------------------------------------------------------- Level III Ba2 BB - ------------------------------------------------------- Level IV <= Ba3 <= BB- =======================================================
For example, if the Moody's rating is Ba1 and the S&P rating is BB, Level III shall apply. For purposes of the foregoing, (i) ">=" means a rating more favorable than or equal to; "<=" means a rating less favorable than or equal to; (ii) if ratings for Borrower's senior unsecured long-term debt shall not be available from S&P or Moody's, Level IV shall be deemed applicable; (iii) if any of the Rating Agencies shall change its ratings nomenclature prior to the date all Obligations have been paid and the Commitments canceled, Borrower and the Lenders shall negotiate in good faith to amend the references to specific ratings in this definition to reflect such change, and pending such amendment, if an appropriate Applicable Rating Level is otherwise not determinable based upon the foregoing grid, the last Applicable Rating Level in effect at the time of such change shall continue to apply." " "Consolidated Interest Expense" means, for any period, total interest expense, whether paid or accrued, of Borrower and its Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to Letters of Credit." " "EBITDAX" means, for any period the sum of the amounts for such period of Consolidated net income (excluding gains and losses on the sale of assets), Consolidated Interest Expense, depreciation expense, depletion expense, amortization expense, federal and state income taxes, exploration and abandonment expense and other non-cash charges and expenses, all as determined on a Consolidated basis for Borrower and its Subsidiaries. " "Eurodollar Margin" means, on any date, with respect to each Eurodollar Portion of a Revolving Loan, the sum of (i) the applicable Senior Debt Margin plus (ii) the number of basis points per annum set forth below based on the Applicable Rating Level and the applicable Total Leverage Ratio:
================================================================================ Total Leverage Ratio - -------------------------------------------------------------------------------- Applicable 3.0 < "x" <= 4.0 Rating Level "x" <= 3.0 --- "x" > 4.0 - -------------------------------------------------------------------------------- Level I 112.5 b.p. 125.0 b.p. 150.0 b.p. - -------------------------------------------------------------------------------- Level II 137.5 b.p. 150.0 b.p. 200.0 b.p. - -------------------------------------------------------------------------------- Level III 162.5 b.p. 187.5 b.p. 225.0 b.p. - -------------------------------------------------------------------------------- Level IV 200.0 b.p. 225 b.p. 250.0 b.p. - --------------------------------------------------------------------------------
2 4 Changes in the Eurodollar Margin will occur automatically without prior notice (x) upon the effectiveness of any change of the Applicable Rating Level and (y) three (3) days following the earlier of (A) the date the Borrower delivers the certificate in respect of the previous Fiscal Quarter required pursuant to the second sentence of Subsection 5.1(b)(1) (provided that for purposes of this definition, the Borrower shall be permitted to deliver a certificate sixty (60) days following a Fiscal Year containing the information to be included in the certificate to be delivered pursuant to Section 5.1(b)(1) except based upon unaudited financial statements for such Fiscal Year) or 5.1(b)(2), as the case may be and (B) sixty (60) days following the end of such previous Fiscal Quarter in the event of a change in the Total Leverage Ratio; provided that so long as the Debt Reduction Requirement is not satisfied, the Eurodollar Margin shall be based on a Total Leverage Ratio of greater than 4.0 to 1.0. Administrative Agent will give notice promptly to Borrower and the Lenders of changes in the Eurodollar Margin." " "Facility Fee Rate" means, on any date that a facility fee is due pursuant to Section 2.7, the number of basis points per annum set forth below based on the Applicable Rating Level on such date; provided, that notwithstanding the provisions of Section 2.7, the facility fee payable to each Lender at the Facility Fee Rate pursuant to Section 2.7 for any period shall be payable on the average daily unused amount (which amount shall include any outstanding Swing Line Advances or Competitive Bid Advances) of such Lender's Percentage Share of the Facility Amount for such period:
==================================================== Applicable Facility Fee Rate Rating Level Margin ---------------------------------------------------- Level I 37.5 b.p. ---------------------------------------------------- Level II 50.0 b.p. ---------------------------------------------------- Level III 50.0 b.p. ---------------------------------------------------- Level IV 50.0 b.p. ====================================================
Changes in the Facility Fee Rate will occur automatically without prior notice. Administrative Agent will give notice promptly to Borrower and the Lenders of changes in the Facility Fee Rate." b. Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions of "Base Rate Margin", "Consolidated Tangible Net Worth", " Debt Issuance", "Debt Reduction Requirement", "Engineering Report", "Initial Engineering Report", "Net Cash Proceeds", "Non-Recourse Debt", "Properties", "Properties NPV", "Properties NPV to Total Debt Ratio", "Public Notes", "Qualified Investments", "Security Documents", "Senior Debt", "Senior Debt Margin", "Senior Leverage Ratio", "Subordinated Debt" and "Total Leverage Ratio" in appropriate alphabetical order: 3 5 " "Base Rate Margin" means, on any date, with respect to each Base Rate Portion of a Revolving Loan, the sum of (i) the applicable Senior Debt Margin plus (ii) the greater of (A) the Eurodollar Margin less 125 basis points or (B) zero." " "Consolidated Tangible Net Worth" means (i) the Consolidated shareholder's equity of Borrower and its Subsidiaries (determined in accordance with GAAP), less (ii) the amount of Consolidated intangible assets of Borrower and its Subsidiaries, plus (iii) the aggregate amount of any non-cash write downs under Financial Accounting Standards 19, 109 and 121, on a consolidated basis, by Borrower and its Subsidiaries after December 31, 1998." " "Debt Issuance" means the sale or issuance after February 1, 1999, by Borrower or any Restricted Person of notes or other debt securities for cash pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or to qualified institutional buyers in reliance on Rule 144A under the Act or pursuant to a transaction effected as private placement pursuant to an exemption to registration under the Act." " "Debt Reduction Requirement" means that all of the following requirements shall have occurred (i) the expiration or termination in full of the commitments under, and the payment of all amounts under or in respect of, the 364 Day Facility, (ii) the reduction of the Commitments under this Agreement after February 1, 1999 by an aggregate amount of at least $325,000,000 and the payment of all Consolidated Total Funded Debt required to be paid as the result of such reduction and (iii) the maintenance of the Total Leverage Ratio at less than or equal to 4.25 to 1.00 for at least two consecutive Fiscal Quarters , except that solely for purposes of Subsection 2.9(g) hereof, satisfaction of the Debt Reduction Requirement shall be determined using the following clause (iii) in lieu of the foregoing clause (iii): (iii) on the day on which the determination is made and after giving pro forma effect to any transaction occurring on such day (including repayment of Obligations to be made on such day) the ratio of (a) Borrower's then Consolidated Total Funded Debt to (b) Borrower's EBITDAX for the four (4) Fiscal Quarters most recently ended prior to such day is less than or equal to 4.25 to 1, after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such most recently ended four Fiscal Quarters as if such assets or Property had been sold or acquired at the beginning of such four most recently ended Fiscal Quarters; provided that for purposes of the calculation in this clause (iii) for purposes solely of Section 2.9(g) hereof, (1) EBITDAX for the four Fiscal Quarters ending December 31, 1998 shall be deemed to be four times the EBITDAX for the Fiscal Quarter ending on such date after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such Fiscal Quarter as if such assets or Property had been sold or acquired at the beginning of such Fiscal Quarter, (2) EBITDAX for the four Fiscal Quarters ending March 31, 1999 shall be deemed to be two times the EBITDAX for the semi-annual period ending on such date after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such semi-annual period ending on such date as if such assets or Property had been sold or acquired at the 4 6 beginning of such semi-annual period ending on such date and (3) EBITDAX for the four Fiscal Quarters ending June 30, 1999 shall be deemed to be the product of 4/3rds times EBITDAX for the three Fiscal Quarters ending on such date after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such three Fiscal Quarters as if such assets or Property had been sold or acquired at the beginning of such three Fiscal Quarters." " "Engineering Report" means the Initial Engineering Report and each other engineering report delivered pursuant to Section 5.1(b)(4)." " "Initial Engineering Report" means that certain engineering report, delivered to the Administrative Agent on February 26, 1999 concerning the Properties." " "Net Cash Proceeds" means the cash or cash equivalent proceeds received by the Borrower or any Restricted Person as a result of (i) an issuance of common stock, preferred stock or other equity of the Borrower or any Restricted Person, (ii) a Debt Issuance, or (iii) a sale of Property of Borrower or any Restricted Person, in each case after deducting all of the following, as applicable, (a) legal fees paid or reimbursed by Borrower or any Restricted Person and allocable to such transaction, (b) underwriters' discounts, initial purchasers' discounts, placement agent's fees, brokers' commissions and other discounts, commissions or fees incurred in connection with such transaction, to the extent paid or reimbursed by Borrower or any Restricted Person, (c) registration fees, printer's fees and other costs of sale paid or reimbursed by Borrower or any Restricted Person in connection with such transaction, and (d) any reserves maintained by Borrower or any Restricted Person for any closing cost adjustments or similar contingencies in connection with such transaction. Proceeds of any such transaction consisting of notes, stock, securities or other non-cash assets or property shall not be included as Net Cash Proceeds; provided, however, any cash or cash equivalents received as a result of the sale, pledge or transfer of any such note, stock, securities or other non-cash assets or property or as a payment on account of or otherwise realized on account of principal or capital of any note, stock, securities or other non-cash assets or property (but not dividends, interest or operating income in respect of any assets or property) shall be treated as cash or cash equivalent proceeds received by Borrower or a Restricted Person at the time such cash or cash equivalent is received by Borrower or any Restricted Person." " "Properties" means, at the particular time in question, all material oil and gas properties and reserves (which properties and reserves shall be free of any Liens other than Permitted Liens) of the Borrower and the Subsidiaries at such time and that were evaluated in the Initial Engineering Report or, if applicable, the Engineering Report and other information most recently provided by Borrower pursuant to Section 5.1(b)(4)." " "Properties NPV" means, at the particular time in question, the net present value of the Borrower's and the Subsidiaries' proved reserves included in the Properties set forth in either (i) the Initial Engineering Report or (ii) if applicable, the Engineering Report most recently provided by Borrower pursuant to Section 5.1(b)(4)." 5 7 " "Properties NPV to Total Debt Ratio" means at any time the ratio of (a) the Properties NPV to (b) Borrower's Total Debt." " "Public Notes" means each of the following: (i) Borrower's $150,000,000 8 7/8% Senior Notes due 2005, (ii) Borrower's $150,000,000 8 1/4% Senior Notes due 2007, (iii) Borrower's $350,000,000 6.50% Senior Notes due 2008, (iv) Borrower's $250,000,000 7.20% Senior Notes due 2028, together with all guaranties thereof and all notes issued from time to time in replacement therefor and (v) any other publicly tradeable notes, bonds or debentures outstanding as of February 1, 1999, which notes, bonds or debentures by their terms require that they be secured equally and ratably with any collateral under this Agreement." " "Qualified Investments" means (i) the purchase by Borrower or one of its Subsidiaries of Properties constituting proved reserves, or (ii) capital expenditures made by Borrower or one of its Subsidiaries to maintain, enhance or develop Properties constituting proved reserves owned by Borrower or one of its Subsidiaries." " "Security Documents" means, collectively, the Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement from the Borrower or any of its Subsidiaries as the case may be, granted to a Collateral Agent selected by the Administrative Agent and reasonably acceptable to Borrower to secure equally and ratably the Obligations and the Public Notes, substantially in the form attached hereto as Exhibit Q with appropriate insertions (with any modifications necessary to comply with applicable state laws or filing requirements), and any and all further documents, financing statements, agreements and instruments which may be required under applicable law, or which the Agent may reasonably request, in order to satisfy the requirements of Section 5.1(n)." " "Senior Debt" means Total Funded Debt of the Borrower and its Subsidiaries, other than Total Funded Debt that is Subordinated Debt." " "Senior Debt Margin" means, on any date, the number of basis points per annum set forth below based on the Senior Leverage Ratio on such date:
==================================================================== Senior Leverage Ratio "x" <= 4.25 "x" > 4.25 -------------------------------------------------------------------- On or before August 3, 1999 0 b.p. 25.0 b.p. -------------------------------------------------------------------- After August 3, 1999 0 b.p. 50.0 b.p. ====================================================================
Changes in the Senior Debt Margin will occur automatically without prior notice three (3) days following the earlier of (A) the date the Borrower delivers the certificate in respect of the previous Fiscal Quarter required pursuant to the second sentence of Subsection 5.1(b)(1) (provided that for purposes of this definition, the Borrower shall be permitted to deliver a certificate sixty (60) days following a Fiscal Year containing the information 6 8 to be included in the certificate to be delivered pursuant to Section 5.1(b)(1) except based upon unaudited financial statements for such Fiscal Year) or 5.1(b)(2), as the case may be and (B) sixty (60) days following the end of such previous Fiscal Quarter; provided that so long as the Debt Reduction Requirement is not satisfied, the Senior Debt Margin shall be based on a Senior Leverage Ratio of greater than 4.25 to 1.0." " "Senior Leverage Ratio" means at any time the ratio of (a) Borrower's then Consolidated Senior Debt to (b) Borrower's EBITDAX; provided that for purposes of the foregoing calculation, EBITDAX for any Fiscal Quarter shall be deemed to be four times the EBITDAX for such Fiscal Quarter." " "Subordinated Debt" means all unsecured Debt of the Borrower for money borrowed which is subordinated in right of payment to the payment of all Obligations, upon customary terms satisfactory to the Administrative Agent." " "Total Leverage Ratio" means at any time the ratio of (a) Borrower's then Consolidated Total Funded Debt to (b) Borrower's EBITDAX; provided that for purposes of the foregoing calculation, EBITDAX for any Fiscal Quarter shall be deemed to be four times the EBITDAX for such Fiscal Quarter." c. Section 1.1 of the Credit Agreement is hereby amended by deleting the following definitions of "Commitment Utilization", "Commitment Utilization Level" and "Commitment Utilization Margin" in their entirety. d. The definition of "Debt" in Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end of clause (h) before the semicolon: "and the amount of deferred revenue attributable to any forward sale of production or Properties for which such Person has directly or indirectly received payment in advance." e. Section 2.9 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " Section 2.9 Termination and Reduction of Commitments; Mandatory Prepayments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of (i) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (ii) the LC 7 9 Obligations of all Lenders at such time plus (iii) all Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time, would exceed the total Commitments. (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. (d) Upon the issuance of Debt permitted pursuant to Section 5.2(a)(5), (i) the Commitments automatically and permanently shall be reduced by, (ii) the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by, and (iii) the Borrower shall make a mandatory prepayment on the Loans on or within ten (10) days of such issuance in, an amount equal to 100% of the Net Cash Proceeds received by Borrower in connection with such issuance. (e) Upon the issuance of any common stock, preferred stock or other equity of the Borrower or any Restricted Subsidiary, (i) the Commitments automatically and permanently shall be reduced by, and the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by, an amount equal to 50% of the Net Cash Proceeds received by Borrower in connection with such issuance and (ii) the Borrower shall make a mandatory prepayment on the Loans on or within ten (10) days of such issuance in an amount equal to 75% of the Net Cash Proceeds received by Borrower in connection with such issuance. In addition, unless Borrower provides evidence acceptable to the Administrative Agent that the Borrower and its Restricted Subsidiaries have made Qualified Investments in an amount of at least 25% of the Net Cash Proceeds of such issuance on or within 120 days after the date of such issuance, then (x) the Commitments automatically and permanently shall be reduced by and (y) the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by an amount equal to the difference of 25% of the Net Cash Proceeds received by Borrower in connection with such issuance minus the amount of such Qualified Investments of such proceeds by the Borrower and its Restricted Subsidiaries during such 120 day period. 8 10 (f) Upon the sale, transfer, conveyance or assignments of any Properties of Borrower or its Restricted Subsidiaries, (i) the Commitments automatically and permanently shall be reduced by, and (ii) the Loan Commitments of each Lender automatically and permanently shall be reduced on a pro-rata basis in an amount sufficient to reduce the aggregate amount of such Loan Commitments by, 100% of the Net Cash Proceeds in excess of $25,000,000 in the aggregate for all such sales after February 1, 1999 received by Borrower in connection with such sale, transfer, assignment or conveyance and the Borrower shall make mandatory prepayments on the Loans on or within ten (10) days of such sale, transfer, assignment or conveyance to the extent necessary so that after giving effect to such mandatory prepayments the sum of (a) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (b) the LC Obligations of all Lenders at such time plus (c) all Swing Line Advances to Borrower plus (d) all Lenders' Competitive Bid Advances outstanding at such time, would not exceed the total Commitments. (g) Notwithstanding anything to the contrary contained in this Agreement, no reduction in the Commitments or Loan Commitments shall be required pursuant to the provisions of paragraphs (d), (e), and (f) of this Section 2.9 to the extent that, and so long as, the Borrower has satisfied the Debt Reduction Requirement and no Default has occurred and is continuing. (h) Notwithstanding any other provision of this Agreement, if during the period commencing February 1, 1999 and ending December 31, 1999 the aggregate reductions in Commitments pursuant to the foregoing subsections of this Section 2.9 is less than $325,000,000, on December 31, 1999 the Commitments shall be automatically reduced by the remainder of (i) $325,000,000 minus (ii) the total of all reductions in the Commitment pursuant to the foregoing subsections of this Section 2.9 during such period, and Borrower shall make a mandatory prepayment on December 31, 1999 in an amount sufficient to cause the sum of (i) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at such time plus (ii) the LC Obligations of all Lenders at such time plus (iii) all outstanding Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time not to exceed the Total Commitments after giving effect to such reduction. (i) Each reduction in Commitments pursuant to this Section 2.9 shall be made ratably among the Lenders in accordance with their respective Commitments on the date of such reduction. (j) To the extent that the Canadian Credit Facility contains requirements to reduce the Commitment Amount (as defined in the Canadian Credit Facility) and the Commitments (as defined in the Canadian Credit Facility) and to make prepayments in the circumstances described in the foregoing subsections (d), (e) and (f) of this Section 2.9, 9 11 then the percentages 100%, 75% and 25%, respectively, in such subsections (d), (e) and (f) shall be deemed reduced to 80%, 60% and 20%, respectively." f. Section 4.1(h) of the Credit Agreement is hereby amended by inserting at the end of Section 4.1(h) the following sentence: "There are no statements or conclusions in any Engineering Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that (1) each Engineering Report is necessarily based upon professional opinions, estimates and projections and (2) Borrower does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate." g. Section 5.1(b) of the Credit Agreement is hereby amended by inserting after Section 5.1(b)(3) of the Credit Agreement the following Sections 5.1(b)(4): " (4) By August 15th and February 15th of each Fiscal Year, an Engineering Report prepared by the Borrower covering all Properties constituting proved reserves as of June 30th and December 31st, respectively, of such Fiscal Year, based upon the Designated Lenders' Assumptions. No later than thirty (30) days prior to the date that an Engineering Report is required to be delivered by Borrower pursuant to this subsection 5.1(b)(4), Administrative Agent (i) shall have obtained from each of NationsBank, N.A., CIBC Inc., Morgan Guaranty Trust Company of New York, and Chase Bank of Texas, National Association, as successor-in- interest to The Chase Manhattan Bank, which is a Lender under this Agreement on such day, each such Lender's assumptions regarding future commodity prices, including, as applicable, annual escalations thereof or average prices for each future year, and such Lender's discount factor for discounting to present value future net revenues in each case as utilized by such Lender in making its normal and customary evaluation of the net present value of oil and gas reserves of its borrowers generally and (ii) shall have determined and provided to the Borrower the average of such future price assumptions and discount factors provided to the Administrative Agent by such Lenders (such average being herein called the "Designated Lenders' Assumptions"). h. Section 5.1 of the Credit Agreement is hereby amended by inserting the following Section 5.1(n) after Section 5.1(m) of the Credit Agreement: " (n) Springing Lien. In the event that (i) any Event of Default has occurred and is continuing or (ii) at any time after August 3, 1999 the sum of (A) aggregate Commitments under this Agreement plus (B) the aggregate "Commitments" under the 364 Day Credit Facility, exceeds $775,000,000, then, without affecting in any way any 10 12 other rights of the Lenders hereunder, the Administrative Agent, at the direction of the Required Lenders, may request that the Borrower, and the Borrower agrees to: (i) duly execute and deliver to the Administrative Agent (or such other Person designated by the Administrative Agent) the Security Documents and cause each such Security Document to be filed, registered and recorded, as the law may require or the Administrative Agent may request, in each jurisdiction where so required or requested, and deliver to the Administrative Agent an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration and recordation, in order to mortgage, assign, grant a security interest in and pledge to the Administrative Agent (or such other Person designated by the Administrative Agent), acting on behalf of the Lenders, all of the Borrower's and the Restricted Subsidiaries' right, title and interest in and to the Properties located in the United States, and the proceeds thereof, having a Properties NPV, as of the date of the most recent Engineering Report, of 80% of the aggregate Properties NPV attributable to Properties located in the United States (the "Collateral") in such request, and to perfect and evidence the first priority of all such Security Documents (subject to liens and encumbrances permitted by the terms of such instruments); provided that the Borrower shall not, and shall not permit any of its Subsidiaries to, on or after the Effective Date enter into any amendment of any such contract or agreement, or enter into any other contract or agreement, that in either case would result in any additional such material consent, authorization or approval requirement; and (ii) deliver to the Administrative Agent, within 30 days of such request for delivery of the Security Documents (or, if a Person other than the Administrative Agent is to act as collateral agent under the Security Documents, if later, within fifteen (15) days of the designation and acceptance by such Person of the collateral agency), evidence acceptable to the Administrative Agent, in its reasonable discretion, indicating that Security Documents covering 80% of the Properties NPV attributable to the Properties located in the United States have been executed, acknowledged, filed, registered and recorded, as the law may require or the Agent may request, in each jurisdiction where so required or requested. Borrower further agrees to execute, or cause its Subsidiaries to execute, any and all further documents, financing statements, agreements and instruments, and take all further actions (including filing Uniform Commercial Code financing statements), which may be required under applicable law, or which the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by this Section 5.1(n) and in order to grant, preserve, protect and perfect the validity and first priority of any security interests created pursuant to the Security Documents. Borrower will also provide and cause its Subsidiaries to provide at their own expense to the Administrative Agent such title records or opinions as may be in the files of Borrower or its Subsidiaries and operating agreements and other instruments and documents relating to the Properties covered by the Security 11 13 Documents then in the possession of the Borrower or any Subsidiary as the Administrative Agent may reasonably request. At such time as no Event of Default is continuing and Borrower is satisfying the Debt Reduction Requirement, upon request by Borrower to Administrative Agent, Administrative Agent shall advise the Collateral Agent, pursuant to the terms of the Security Documents, to terminate all Security Documents and release all Liens created thereby." i. Subsection 5.2(a)(5) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " (5) Debt, other than Debt otherwise permitted by another subparagraph of this Section 5.2(a), which, at the time incurred, is (i) at prevailing market rates of interest and contains covenants and conditions and events of default no more onerous to Designated Entities than the terms of this Agreement; provided, that no Default or Event of Default either (A) exists at the time of the issuance of such Debt and (B) will result from, and be continuing after, the incurrence of such Debt; provided further, that in the case of a Debt Issuance, if Borrower is not satisfying the Debt Reduction Requirement immediately prior to the incurrence of Debt under such Debt Issuance, such Debt shall have a final maturity after August 7, 2002 and be on terms and conditions reasonably acceptable to the Administrative Agent." j. Section 5.2(e) of the Credit Agreement is amended and restated to read in its entirety as follows: " (e) Limitation on Dividends and Other Restricted Payments. The Borrower will not and will not permit any of its Subsidiaries to pay or declare dividends (other than stock dividends) on, or repurchase, the Borrower's capital stock in excess of $10,000,000 in the aggregate for all such payments and purchases in any Fiscal Year. Borrower will not, and will not permit any Restricted Subsidiary to, make any other Restricted Payments in excess of $5,000,000 in the aggregate for all such Restricted Payments during any Fiscal Year; provided, however, that in the event that any Unrestricted Subsidiary of Borrower is redesignated to be a Restricted Subsidiary of Borrower for purposes of this Agreement, then for purposes of redetermining compliance with this Section, all Restricted Payments made to such Unrestricted Subsidiary shall be deducted from the aggregate total of all Restricted payments made during such Fiscal Year. No Restricted Payment may be made (1) if the Obligations shall exceed the Facility Amount, (2) if any Default or Event of Default shall have occurred and be continuing, or (3) if as a result thereof, any Default or Event of Default shall occur and be continuing." 12 14 k. Subsection 5.2 of the Credit Agreement is amended by adding the following Section 5.2(m). "(m) "At any time that the Borrower is not satisfying the Debt Reduction Requirement, the Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, assign or otherwise convey any Property (other than to the Borrower or one of its Subsidiaries) to the extent the aggregate value of non-cash consideration for all sales, transfers, assignments and other conveyances of any Property (other than to the Borrower or one of its Subsidiaries) received on and after February 1, 1999 has exceeded or would exceed $25,000,000 in the aggregate. As used herein, the term "non-cash consideration" means any consideration given by or on behalf of the purchaser of Property other than cash, any cash equivalent or any other asset to the extent that at the time in question such other asset has been converted (by collection, sale or otherwise) into cash or any cash equivalent. The value of any such non-cash consideration shall be its fair market value at the time that the contract for such sale, transfer, assignment or other conveyance is entered into, which fair market value shall be determined (i) by reference to market quotations in the case of publicly traded securities or other consideration of the type which is subject to market quotations, (ii) if clause (i) is not applicable, by the value for such consideration set forth in such contract by the parties or (iii) if neither (i) or (ii) is applicable, by a resolution of the board of directors of the Borrower. l. Section 5.3(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " (a) Senior Leverage Ratio. Borrower's Consolidated Senior Leverage Ratio will not (i) as of the last day of the Fiscal Quarters ending March 31, 1999, June 30, 1999 and September 30, 1999, be greater than 5.75 to 1.0, (ii) as of the last day of the Fiscal Quarters ending December 31, 1999 and March 31, 2000, be greater than 4.25 to 1.0, and (iii) as of the last day of any Fiscal Quarter ending on or after June 30, 2000, be greater than 3.50 to 1.00." m. Section 5.3(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " (b) Total Leverage Ratio. Borrower's Consolidated Total Leverage Ratio will not (i) as of the last day of all Fiscal Quarters ending prior to June 30, 2000, be greater than 5.75 to 1.00, and (ii) as of the last day of any Fiscal Quarter ending on or after June 30, 2000, be greater than 4.25 to 1.00." n. Section 5.3 of the Credit Agreement is hereby amended by inserting after Section 5.3(b) of the Credit Agreement the following Sections 5.3(c) and 5.3(d): 13 15 " (c) Minimum Consolidated Tangible Net Worth. Borrower will not permit its Consolidated Tangible Net Worth as of the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 1999, to be less than (i) $600,000,000 plus (ii) an amount equal to 50% of the sum of Borrower's and its Subsidiaries' Consolidated net income for each Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 1999, during which such Consolidated net income is greater than $0 plus (iii) an amount equal to 85% of the net cash proceeds received by the Borrower and its Subsidiaries from the issuance of any common stock, preferred stock or other equity for each Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 1999. (b) Properties NPV to Total Debt Ratio. Borrower's Properties NPV to Total Debt Ratio will not as of the end of any Fiscal Quarter ending either June 30th or December 31st, commencing with the Fiscal Quarter ending December 31, 1998, be less than 1.25 to 1.00." o. The Credit Agreement is hereby amended by replacing Exhibit I to the Credit Agreement with Exhibit I to this Amendment and Restatement. p. The Credit Agreement is hereby amended by replacing Exhibit J to the Credit Agreement with Exhibit J to this Amendment and Restatement. q. The Credit Agreement is hereby amended by inserting Exhibit Q to this Amendment and Restatement as Exhibit Q to the Credit Agreement following Exhibit P to the Credit Agreement. r. The Credit Agreement is hereby amended by replacing Schedule 3 to the Credit Agreement with Schedule 3 to this Amendment and Restatement. s. The Credit Agreement is hereby amended by replacing Schedule 4 to the Credit Agreement with Schedule 4 to this Amendment and Restatement. t. Schedule 5 to the Credit Agreement is hereby amended by replacing Schedule 5 to the Credit Agreement with Schedule 5 to this Amendment and Restatement. SECTION 3. Additional Commitments. In the event that Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, Royal Bank of Canada, The Chase Manhattan Bank of Canada, Morgan Guaranty Trust Company of New York, NationsBank, N.A., The Toronto-Dominion Bank, First Union National Bank, and Wachovia Bank, N.A., or their respective Affiliates shall each agree to increase their Commitments hereunder by $37,954,477, $37,954,477, $37,954,477, $33,210,167, $33,210,167, $33,210,167, $33,210,167, $14,232,929, and $14,232,929, respectively, (such Lenders and their Affiliates herein the "Increasing Lenders") by advising the Administrative Agent in writing that they have so agreed to increase their Commitments hereunder and the Canadian Credit Facility is terminated by the Effective Date of this Amendment and Restatement, then (i) the Credit Agreement is further amended as provided in this Section 3, (ii) the Increasing Lenders (but not the other Lenders) shall make a Revolving Loan 14 16 Advance on the Effective Date (herein the "Effective Date Revolving Loan Advance") equal to their respective pro rata share, which Effective Date Revolving Loan Advance will be in an amount necessary to pay, and will be used for the purpose of paying, the outstanding Obligations under the Canadian Credit Facility, (iii) such Effective Date Revolving Loan Advances will be Revolving Loan Advances for all purposes of the Credit Agreement, (iv) the Increasing Lenders, the Borrower and the Administrative Agent will cooperate to select Eurodollar Interest Periods for such Effective Date Revolving Loan Advances that are similar to the Eurodollar Interest Periods for the Revolving Loan Advances outstanding under the Credit Agreement on the Effective Date of this Amendment and (v) the Borrower shall deliver to the Administrative Agent a Guaranty from (A) Pioneer Natural Resources Canada, Inc., (B) Pioneer Natural Resources (Argentina) S.A., and (C) Pioneer Natural Resources (Tierra del Fuego) S.A. If such Increasing Lenders do not each so agree to increase their respective Commitments hereunder by such date, then the provisions of this Section 3 only of this Amendment and Restatement shall be of no force or effect. A. The definition of Facility Amount in Section 1.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " "Facility Amount" means the aggregate amount of the Commitments (which amount shall be $1,350,169,958 on March 19, 1999), as such amount may be reduced from time to time pursuant to the terms of this Agreement." B. The Credit Agreement is amended by replacing Schedule 1 to the Credit Agreement with Schedule 1 to this Amendment and Restatement. C. In lieu of the definition of "Debt Reduction Requirement" added to the Credit Agreement pursuant to Section 2.B above, the following definition shall be added: " "Debt Reduction Requirement" means that all of the following requirements shall have occurred (i) the expiration or termination in full of the commitments under, and the payment of all amounts under or in respect of, the 364 Day Facility, (ii) the reduction of the Commitments under this Agreement after February 1, 1999 by an aggregate amount of at least $410,000,000 and the payment of all Consolidated Total Funded Debt required to be paid as the result of such reduction and (iii) the maintenance of the Total Leverage Ratio at less than or equal to 4.25 to 1.00 for at least two consecutive Fiscal Quarters , except that solely for purposes of Subsection 2.9(g) hereof, satisfaction of the Debt Reduction Requirement shall be determined using the following clause (iii) in lieu of the foregoing clause (iii): (iii) on the day on which the determination is made and after giving pro forma effect to any transaction occurring on such day (including repayment of Obligations to be made on such day) the ratio of (a) Borrower's then Consolidated Total Funded Debt to (b) Borrower's EBITDAX for the four (4) Fiscal Quarters most recently ended prior to such day is less than or equal to 4.25 to 1, after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such most recently ended four Fiscal Quarters as if such assets or Property had been sold or acquired at the beginning of such four most recently ended Fiscal Quarters; provided that for purposes of the calculation in this clause (iii) for purposes solely of Section 2.9(g) hereof, (1) EBITDAX for the four Fiscal Quarters ending December 31, 1998 shall be 15 17 deemed to be four times the EBITDAX for the Fiscal Quarter ending on such date after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such Fiscal Quarter as if such assets or Property had been sold or acquired at the beginning of such Fiscal Quarter, (2) EBITDAX for the four Fiscal Quarters ending March 31, 1999 shall be deemed to be two times the EBITDAX for the semi-annual period ending on such date after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such semi-annual period ending on such date as if such assets or Property had been sold or acquired at the beginning of such semi-annual period ending on such date and (3) EBITDAX for the four Fiscal Quarters ending June 30, 1999 shall be deemed to be the product of 4/3rds times EBITDAX for the three Fiscal Quarters ending on such date after adjusting such EBITDAX on a pro forma basis for any assets or Property sold or acquired after the beginning of such three Fiscal Quarters as if such assets or Property had been sold or acquired at the beginning of such three Fiscal Quarters." D. In lieu of Subsection 2.9(h) added to the Credit Agreement pursuant to Section 2.E above, the following Subsection 2.9(h) shall be added: " (h) Notwithstanding any other provision of this Agreement, if during the period commencing March 19, 1999 and ending December 31, 1999 the aggregate reductions in Commitments pursuant to the foregoing subsection of this Section 2.9 is less than $410,000,000, on December 31, 1999 on such date the Commitments shall be automatically reduced by the remainder of (i) $410,000,000 minus (ii) the total of all reductions in the Commitment pursuant to the foregoing subsections of this Section 2.9 on or prior to December 31, 1999, and Borrower shall make a mandatory prepayment on December 31, 1999 in an amount sufficient to cause the sum of (i) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at such time plus (ii) the LC Obligations of all Lenders at such time plus (iii) all Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time not to exceed the Total Commitments after giving effect to such reduction." E. In lieu of the Subsection 5.1(n) added to the Credit Agreement pursuant to Section 2H above, the following subsection shall be added: " (n) Springing Lien. In the event that (i) any Event of Default has occurred and is continuing or (ii) at any time after August 3, 1999 the sum of (A) aggregate Commitments under this Agreement plus (B) the aggregate "Commitments" under the 364 Day Credit Facility, exceeds $1,050,000,000, then, without affecting in any way any other rights of the Lenders hereunder, the Administrative Agent, at the direction of the Required Lenders, may request that the Borrower, and the Borrower agrees to: (i) duly execute and deliver to the Administrative Agent (or such other Person designated by the Administrative Agent) the Security Documents and cause each such Security Document to be filed, registered and 16 18 recorded, as the law may require or the Administrative Agent may request, in each jurisdiction where so required or requested, and deliver to the Administrative Agent an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration and recordation, in order to mortgage, assign, grant a security interest in and pledge to the Administrative Agent (or such other Person designated by the Administrative Agent), acting on behalf of the Lenders, all of the Borrower's and the Restricted Subsidiaries' right, title and interest in and to the Properties located in the United States, and the proceeds thereof, having a Properties NPV, as of the date of the most recent Engineering Report, of 80% of the aggregate Properties NPV attributable to Properties located in the United States (the "Collateral") in such request, and to perfect and evidence the first priority of all such Security Documents (subject to liens and encumbrances permitted by the terms of such instruments); provided that the Borrower shall not, and shall not permit any of its Subsidiaries to, on or after the Effective Date enter into any amendment of any such contract or agreement, or enter into any other contract or agreement, that in either case would result in any additional such material consent, authorization or approval requirement; and (ii) deliver to the Administrative Agent, within 30 days of such request for delivery of the Security Documents (or, if a Person other than the Administrative Agent is to act as collateral agent under the Security Documents, if later, within fifteen (15) days of the designation and acceptance by such Person of the collateral agency), evidence acceptable to the Administrative Agent, in its reasonable discretion, indicating that Security Documents covering 80% of the Properties NPV attributable to the Properties located in the United States have been executed, acknowledged, filed, registered and recorded, as the law may require or the Agent may request, in each jurisdiction where so required or requested. Borrower further agrees to execute, or cause its Subsidiaries to execute, any and all further documents, financing statements, agreements and instruments, and take all further actions (including filing Uniform Commercial Code financing statements), which may be required under applicable law, or which the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by this Section 5.1(n) and in order to grant, preserve, protect and perfect the validity and first priority of any security interests created pursuant to the Security Documents. Borrower will also provide and cause its Subsidiaries to provide at their own expense to the Administrative Agent such title records or opinions as may be in the files of Borrower or its Subsidiaries and operating agreements and other instruments and documents relating to the Properties covered by the Security Documents then in the possession of the Borrower or any Subsidiary as the Administrative Agent may reasonably request. At such time as no Event of Default is continuing and Borrower is satisfying the Debt Reduction Requirement, upon request by Borrower to Administrative Agent, Administrative Agent shall advise the Collateral Agent, pursuant to the terms of the Security Documents, to terminate all Security Documents and release all Liens created thereby." 17 19 F. Subsection 2.9(j) added to the Credit Agreement pursuant to Section 2E above is deleted from the Credit Agreement in its entirety. SECTION 4. Representations and Warranties. To confirm each Lender's understanding concerning Borrower and its businesses, properties and obligations, and to induce the Managing Agents, the Collateral Agent, the Co-Agents and each Lender to enter into this Amendment and Restatement, the Borrower hereby reaffirms to the Managing Agents, the Collateral Agent, the Co-Agents and each Lender that, as of the date hereof, its representations and warranties contained in Section 4.1 of the Credit Agreement (as amended by this Amendment and Restatement) and in the other Loan Documents to which it is a party (except to the extent such representations and warranties relate solely to an earlier date) are true and correct and additionally represents and warrants as follows: A. The execution and delivery of this Amendment and Restatement and the performance by the Borrower and the Restricted Subsidiaries of their respective obligations under this Amendment and Restatement, the Credit Agreement and the other Loan Documents, as amended hereby, are within the Borrower's or such Restricted Subsidiaries' corporate or partnership powers, have been duly authorized by all necessary corporate or partnership action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the Borrower's or such Restricted Subsidiaries' charter or bylaws or partnership agreement or of any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or such Restricted Subsidiary. B. This Amendment and Restatement and the Credit Agreement as amended hereby are, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of the Borrower and each Restricted Subsidiary which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights generally and by general principles of equity. SECTION 5. Conditions to Effectiveness. The effectiveness of this Amendment and Restatement is conditioned upon receipt by the Administrative Agent of all the following documents and items, each in form and substance reasonably satisfactory to the Administrative Agent: A. this Amendment and Restatement executed by the Borrower and the Required Lenders. B. Delivery of the Initial Engineering Report. C. Payment to Administrative Agent for the account of each Lender which executes and delivers a copy of this Amendment and Restatement to the Administrative Agent on or before March 19, 1999, of a non-refundable amendment fee payable to each such Lender determined by applying the Amendment Fee Rate to such Lender's Percentage Share of the Facility Amount as of the date of this Amendment and Restatement. D. Payment to Administrative Agent for the account of NationsBanc Montgomery Securities LLC, as sole arranger and book manager, a non-refundable advisory fee in the amount set 18 20 forth in that certain Commitment/Fee Letter, dated February 4, 1999 between NationsBanc Montgomery Securities LLC and the Borrower. E. Delivery of favorable opinions of counsel for Borrower and the Restricted Subsidiaries, in form and substance acceptable to the Administrative Agent, in its sole discretion. F. Unless the Canadian Credit Facility shall have terminated, the Required Lenders (as defined in the Canadian Credit Facility) shall have consented to this Amendment, it being agreed by the parties hereto that such consent may require reductions in commitments and paydowns under the Canadian Credit Facility similar to the reductions and paydowns required by Sections 2.9(d), (e) and (f) added by Section 2E above and to the extent permitted by Section 2.9(j) added by Section 2E above. H. Such other documents or items that the Administrative Agent may reasonably request. SECTION 6. Reaffirmation of Credit Agreement. This Amendment and Restatement constitutes a "Loan Document" as defined in the Credit Agreement and shall be deemed to be an amendment and restatement of the Credit Agreement, and the Credit Agreement, as amended and restated hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement or the Credit Facility Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to this Amendment and Restatement. SECTION 7. Parties in Interest. All grants, covenants and agreements contained in this Amendment and Restatement shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Subsidiary may assign or transfer any of its rights or delegate any of its duties or obligations under this Amendment and Restatement or any Loan Document without the prior written consent of all Lenders. SECTION 8. Counterparts. This Amendment and Restatement may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment and Restatement. SECTION 9. GOVERNING LAW. THIS AMENDMENT AND RESTATEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AMENDMENT AND RESTATEMENT OR TO THE NOTES. SECTION 10. Severability. If any term or provision of this Amendment and Restatement or of any Loan Document shall be determined to be illegal or unenforceable in any jurisdiction, such term or 19 21 provision shall, as to such jurisdiction, be illegal or unenforceable, without affecting the remaining terms or provisions in that jurisdiction or the legality or enforceability of such terms or provisions in any other jurisdiction. SECTION 11. WAIVER OF JURY TRIAL, PUNITIVE DAMAGES. EACH OF THE BORROWER, AGENTS AND LENDERS HEREBY (I) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (II) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (III) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND RESTATEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. SECTION 12. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT AND RESTATEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED IN THE FEDERAL OR STATE COURTS OF TEXAS, EACH RESTRICTED SUBSIDIARY OF THE BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES ON THE DATE HEREOF AT 1400 WILLIAMS 20 22 SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD, IRVING, TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY, SERVICE OF PROCESS IN TEXAS. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AMENDMENT AND RESTATEMENT AND THE OTHER LOAN DOCUMENTS. SECTION 13. Effectiveness. This Amendment and Restatement shall become effective as of March 19, 1999 ("Effective Date"), when counterparts hereof executed on behalf of the Borrower and the Required Lenders (or notice thereof satisfactory to the Agent) shall have been received by the Administrative Agent, and all conditions set forth in Section 4 hereof have been fulfilled. SECTION 14. Entire Agreement. THIS WRITTEN AMENDMENT AND RESTATEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 21 23 IN WITNESS WHEREOF, this Amendment and Restatement is executed as of the date first written above. BORROWER: PIONEER NATURAL RESOURCES COMPANY By: ----------------------------------------- Name: M. Garrett Smith Title: Executive Vice President and Chief Financial Officer S-1 24 LENDERS: NATIONSBANK, N.A., successor-by-merger to NationsBank of Texas, N.A., individually and as Administrative Agent and as Collateral Agent By: ------------------------------------------- Name: Title: S-2 25 CIBC INC., individually and as Documentation Agent By: ------------------------------------------- Name: Title: S-3 26 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, individually and as Documentation Agent By: ------------------------------------------- Name: Title: S-4 27 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as successor-in-interest to The Chase Manhattan Bank, individually and as Syndication Agent By: ------------------------------------------- Name: Title: S-5 28 [SIGNATURE PAGE S-6 INTENTIONALLY OMITTED] S-6 29 THE BANK OF NEW YORK, individually and as Co-Agent By: ------------------------------------------- Name: Title: S-7 30 THE BANK OF NOVA SCOTIA, individually and as Co-Agent By: ------------------------------------------- Name: Title: S-8 31 ROYAL BANK OF CANADA, individually and as Co-Agent By: ------------------------------------------- Name: Title: S-9 32 UNION BANK OF CALIFORNIA, N.A., individually and as Co-Agent By: ------------------------------------------- Name: Title: S-10 33 WELLS FARGO BANK, N.A., individually and as Co-Agent By: ------------------------------------------- Name: Title: S-11 34 BANK ONE, TEXAS, N.A., individually By: ------------------------------------------- Name: Title: S-12 35 DEN NORSKE BANK ASA, individually and as Lead Manager By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: S-13 36 PARIBAS, individually and as Lead Manager By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: S-14 37 FIRST UNION NATIONAL BANK, individually and as Lead Manager By: ------------------------------------------- Name: Title: S-15 38 BANKERS TRUST COMPANY, as a Lender By: ------------------------------------------- Name: Title: S-16 39 CREDIT AGRICOLE INDOSUEZ, as a Lender By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: S-17 40 NATEXIS BANQUE, as a Lender By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: S-18 41 TORONTO DOMINION (TEXAS), INC., as a Lender By: ------------------------------------------- Name: Title: S-19 42 THE TOYO TRUST & BANKING CO., LTD., as a Lender By: ------------------------------------------- Name: Title: S-20 43 WACHOVIA BANK, N.A., as a Lender By: ------------------------------------------- Name: Title: S-21 44 THE DAI-ICHI KANGYO BANK, LTD., NEW YORK BRANCH, as a Lender By: ------------------------------------------- Name: Title: S-22 45 THE SANWA BANK, LIMITED, as a Lender By: ------------------------------------------- Name: Title: S-23 46 KBC BANK N.V., as a Lender By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: S-24 47 Exhibit I Organization Chart of Borrower and its Subsidiaries Exhibit I - Page 1 48 Exhibit J Form of Designated Officer's Certificate Reference is made to (i) the Primary Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999, by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (the "Primary Credit Agreement") and (ii) the 364 Day Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999, by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co- Agents party thereto, and the Lenders from time to time parties thereto (the "364 Day Credit Agreement" and, together with the Primary Credit Facility, the "Credit Agreements"). Terms which are defined in the Credit Agreements and which are used but not defined herein are used herein with the meanings given them in the Credit Agreements. This Certificate is furnished pursuant to Section 5.1(b)(2) of the Credit Agreements. Together herewith the Borrower is furnishing to Managing Agents, the Co-Agents and each Lender the Borrower's [FINANCIAL STATEMENTS] (the "Financial Statements") as of (the "Reporting Date"). The Borrower hereby represents, warrants, and acknowledges to Agents and each Lender that: (a) the Designated Officer of the Borrower signing this instrument is a duly elected, qualified and acting officer of the Borrower; (b) the Financial Statements are accurate and complete and satisfy the requirements of the Credit Agreements; (c) attached as Schedule I hereto is a schedule of calculations showing compliance (or noncompliance, as the case may be) as of the Reporting Date with the requirements of Sections 5.2(e) and 5.3 of the Credit Agreements; and (d) on the Reporting Date, the Borrower was, and on the date hereof the Borrower is, in full compliance with the disclosure requirements of Section 5.1(d) of the Credit Agreements, and no Default otherwise existed on the Reporting Date or otherwise exists on the date of this Certificate [except for Default(s) under Section(s)________ of the Credit Agreements, which [is/are] more fully described on a schedule attached hereto]. Exhibit J - Page 1 49 The Designated Officer of the Borrower signing this instrument hereby certifies that he has reviewed the Loan Documents and the Financial Statements and has otherwise undertaken such inquiry as is in his opinion necessary to enable him to express an informed opinion with respect to the above representations, warranties and acknowledgments of the Borrower and, to the best of his knowledge, such representations, warranties, and acknowledgments are true, correct and complete. PIONEER NATURAL RESOURCES COMPANY By: ------------------------------------------- Name: Title: Date: ----------------------------------------- Exhibit J - Page 2 50 Schedule I ================================================================================ COMPLIANCE WITH COVENANTS AS OF . ($ in 000's) ------------- ================================================================================ A. SENIOR LEVERAGE RATIO ========= Minimum ratio allowed : 1 ========= B. TOTAL LEVERAGE RATIO ========= Minimum ratio allowed : 1 ========= C. CONSOLIDATED TANGIBLE NET WORTH ========= Minimum allowed [D. PROPERTIES NPV TO TOTAL DEBT RATIO ========= Minimum ratio allowed : 1 ](1) ========= E. RESTRICTED PAYMENTS DURING PRECEDING FISCAL QUARTER ========= ================================================================================ COMPUTATION OF FINANCIAL REQUIREMENTS AND RATIOS AS OF ---------- ================================================================================ A. SENIOR LEVERAGE RATIO (Section 5.3(a)) ($ in 000's) (i) SENIOR DEBT: (a) Consolidated Total Debt: $ ---------- (b) Less Subordinated Debt: $ ---------- SENIOR DEBT: $ --------- - ------------------- (1) Properties NPV to Total Debt Ratio only calculated for Fiscal Quarters ending June 30th and December 31st of each Fiscal Year Exhibit J - Page 3 51 (ii) EBITDAX $ ======== SENIOR LEVERAGE RATIO ((i)(ii)) ======== Minimum ratio allowed :1 ========= B. TOTAL LEVERAGE RATIO (Section 5.3(B)) ($ in 000's) (i) CONSOLIDATED TOTAL DEBT : $ -------- (ii) EBITDAX $ ======== TOTAL LEVERAGE RATIO ((i)(ii)) ======== Minimum ratio allowed :1 ========= C. CONSOLIDATED TANGIBLE NET WORTH (Section 5.3(c)) ($ in 000's) CONSOLIDATED TANGIBLE NET WORTH (i) Consolidated shareholder's equity of Borrower and its Subsidiaries $ -------- (ii) Less Consolidated intangible assets of Borrower and its Subsidiaries $ -------- (iii) Plus aggregate amount of any non-cash write downs, on a consolidated basis, by Borrower and its Subsidiaries $ -------- (iv) Plus 50% of the sum of Borrower's and its Subsidiaries Consolidated net income for each Fiscal Quarter beginning with the fiscal quarter ending March 31, 1999 $ -------- (iv) Plus 85% of the net cash proceeds received by the Borrower and its Subsidiaries from the issuance of any common stock, preferred stock or other equity for each Fiscal Quarter beginning with the Fiscal Quarter ending March 31, 1999. $ -------- CONSOLIDATED TANGIBLE NET WORTH $ ======== Minimum allowed ======== [D. PROPERTIES NPV TO TOTAL DEBT RATIO ======== (i) PROPERTIES NPV $ -------- Exhibit J - Page 4 52 (ii) TOTAL DEBT $ ======= PROPERTIES TO TOTAL DEBT RATIO ((i)(ii)) ======= Minimum ratio allowed :1 ](2) ========= - ------------------------- (2) Properties NPV to Total Debt Ratio only calculated for Fiscal Quarters ending June 30th and December 31st of each Fiscal Year Exhibit J - Page 5 53 Exhibit Q [Form of] MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT FROM --------------------------------- (Taxpayer I.D. No._________) TO ____________________, Trustee AND ____________________, Trustee AND ______________________________, as Collateral Agent (Taxpayer I.D. No.________) Dated as of ________________, 1999 - -------------------------------------------------------------------------------- "THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS." "THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES." "THE OIL AND GAS INTERESTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS." "THOSE PORTIONS OF THE MORTGAGED PROPERTY WHICH ARE MINERALS OR OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL AND GAS), AND THE ACCOUNTS RELATING THERETO, WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES Exhibit Q - Page 1 54 DESCRIBED IN EXHIBIT A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS." "THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH IS DESCRIBED IN EXHIBIT A HERETO." "THIS INSTRUMENT IS A LINE OF CREDIT MORTGAGE." "SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS." "A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE." "THE AMOUNT INVOLVED IS $200 OR MORE." THIS INSTRUMENT WAS PREPARED BY AND WHEN RECORDED AND/OR FILED RETURN TO: Francis R. Bradley, III, Esq. Mayer, Brown & Platt 700 Louisiana, Suite 3600 Houston, TX 77002 Exhibit Q - Page 2 55 MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT, dated as of , 1999, is from _______________________________, a _________________ (herein called the "Mortgagor"), to_________________________________ ____________________________ and __________________________, of _____________, _________________, as Trustees (herein collectively called the "Trustees"), and ___________________, a ______________, having is principal place of business at ________________, _____________ _____ as collateral agent (herein, in such capacity, together with any successor(s) thereto in such capacity, called the "Collateral Agent") for the Lenders and the Noteholders. 1. For all purposes of this instrument, unless the context otherwise requires: A. "Borrower" shall mean the "Borrower" as defined in the Primary Credit Agreement (hereinafter defined) [and the 364-Day Credit Agreement (hereinafter defined)]. B. "Credit Agreement Notes" shall mean the "Notes" as defined in the Primary Credit Agreement [and the "Notes" as defined in the 364-Day Credit Agreement]. C. "Encumbrance" shall mean any irregularity in title, lien, security interest, pledge, charge, encumbrance, claim, burden or defect. D. "Hydrocarbons" shall mean oil, gas and other liquid or gaseous hydrocarbons. E. "Indenture Notes" shall mean each of the following: (i) Borrower's $150,000,000 8 7/8% Senior Notes due 2005, (ii) Borrower's $150,000,000 8 1/4% Senior Notes due 2007, (iii) Borrower's $350,000,000 6.50% Senior Notes due 2008, (iv) Borrower's $250,000,000 7.20% Senior Notes due 2028, and (v) and other publicly tradeable notes, bonds or debentures outstanding as of February 1, 1999, which notes, bonds or debentures by their terms require that they be secured equally and ratably with this instrument. F. "Indenture Trustees" means each of the trustees from time to time appointed pursuant to the terms of any indenture or similar agreement governing any of the Indenture Notes. G. "lands described in Exhibit A" shall include any lands which are either described in Exhibit A or the description of which is incorporated in Exhibit A by reference to another instrument or document, and shall also include any lands now or hereafter unitized or pooled with lands which are either described in Exhibit A or the description of which is incorporated in Exhibit A by reference. H. "Lenders" shall mean the "Lenders" as defined in the Primary Credit Agreement [and the "Lenders" as defined in the 364-Day Credit Agreement]. I. "Mortgaged Property" shall mean the properties, rights and interests hereinafter described and defined as the Mortgaged Property. Exhibit Q - Page 3 56 J. "Noteholders" means any owner or holder of any of the Indenture Notes from time to time. K. "oil and gas leases" shall include oil, gas and mineral leases, subleases and assignments thereof, operating rights, and shall also include subleases and assignments of operating rights. L. "Operating Equipment" shall mean all surface or subsurface machinery, goods, equipment, fixtures, inventory, facilities, supplies or other property of whatsoever kind or nature (excluding drilling rigs, trucks, automotive equipment or other property taken to the premises to drill a well or for other similar temporary uses) now or hereafter located on or under any of the lands described in Exhibit A which are useful for the production, gathering, treatment, processing, storage or transportation of Hydrocarbons (together with all accessions, additions and attachments to any thereof), including, but not by way of limitation, all oil wells, gas wells, water wells, injection wells, casing, tubing, tubular goods, rods, pumping units and engines, christmas trees, platforms, derricks, separators, compressors, gun barrels, flow lines, tanks, gas systems (for gathering, treating and compression), pipelines (including gathering lines, laterals and trunklines), chemicals, solutions, water systems (for treating, disposal and injection), power plants, poles, lines, transformers, starters and controllers, machine shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading docks, loading racks and shipping facilities. M. "Permitted Encumbrances" shall mean any or all of the following: (i) Lessors' royalties, overriding royalties, production payments, net profits interests and similar burdens on production from the Mortgaged Property; (ii) Encumbrances that arise under operating agreements to secure payment of amounts which are not delinquent and are of a type and nature customary in the oil and gas industry; (iii) Encumbrances that arise as a result of pooling and unitization agreements, declarations, orders or laws to secure payment of amounts which are not delinquent; (iv) Encumbrances securing payments to mechanics and materialmen and Encumbrances securing payment of taxes, assessments or other governmental charges or levies that, in either case, are not delinquent or, if delinquent, are being contested in good faith in the normal course of business; (v) consents to assignment by governmental authorities (a) that are obtained on or prior to the date hereof or (b) that are customarily obtained after the consummation of the transactions of the nature contemplated by this instrument; (vi) farmouts, after payment interest and conventional rights of reassignment, of a type and nature customary in the oil and gas industry, obligating the Mortgagor to assign or reassign its interest in any portion of the Mortgaged Property to a third party, including Exhibit Q - Page 4 57 in the event it intends to release or abandon such interest prior to the expiration of the primary term or other termination of such interest; (vii) easements, rights-of-way, servitudes, permits, surface leases, surface use restrictions and other surface uses and impediments on, over or in respect of any of the Mortgaged Property that are not such as to interfere materially with the operation, value or use of any of the Mortgaged Property; (viii) calls on or preferential rights to purchase production, of a type and nature and at a pricing structure customary in the oil and gas industry, held by parties other than the Mortgagor and its Subsidiaries; (ix) covenants, conditions and other terms of the oil and gas leases and contracts, such covenants, conditions and terms of a type and nature customary in the oil and gas business, included in the Mortgaged Property; (x) such Encumbrances as the Trustees have expressly waived in writing; (xi) rights reserved to or vested in any municipality or governmental, tribal, statutory or public authority to control or regulate any of the Mortgaged Property in any manner, and all applicable laws, rules and orders of any municipality or governmental or tribal authority; (xii) such Encumbrances which are validly existing and binding upon the Mortgagor's interest in the particular Mortgaged Properties as of the date of this Mortgage; (xiii) Encumbrances permitted pursuant to Section 5.2(b) of [either of] the Credit Agreement[s]; (xiv) judgment liens (A) in existence less than 15 days after the entry thereof or (B) which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance; (xv) contractual obligations terminable upon no more than 90 days' prior notice to the counterparty thereunder providing for the sale of Hydrocarbons produced from the Mortgaged Properties; (xvi) Encumbrances created under this instrument; and (xvii) all other Encumbrances affecting any portion of the Mortgaged Property that individually or in the aggregate are not such as to interfere materially with the operation, value or use of any of the Mortgaged Property. N. "Production Sale Contracts" shall mean contracts now in effect, or hereafter entered into by the Mortgagor, or entered into by the Mortgagor's predecessors in interest, for the sale, Exhibit Q - Page 5 58 purchase, exchange, gathering, transportation, treating or processing of Hydrocarbons produced from the lands described in Exhibit A attached hereto and made a part hereof. O. "Secured Indebtedness" shall have the meaning set forth in Section 1.2 hereof. NOW, THEREFORE, the Mortgagor, for and in consideration of the premises and of the debts and trusts hereinafter mentioned, has granted, bargained, sold, warranted, mortgaged, assigned, transferred and conveyed, and by these presents does grant, bargain, sell, warrant, mortgage, assign, transfer and convey unto the Trustees, in trust, with power of sale, for use and benefit of the Collateral Agent for the equal and ratable benefit of the holders of the Secured Indebtedness, all the Mortgagor's right, title and interest, whether now owned or hereafter acquired, in and to all of the hereinafter described properties, rights and interests; and, insofar as such properties, rights and interests consist of equipment, general intangibles, accounts, contract rights, inventory, fixtures, proceeds of collateral or any other personal property of a kind or character defined in or subject to the applicable provisions of the Uniform Commercial Code (as in effect in the appropriate jurisdiction with respect to each of said properties, rights and interests), the Mortgagor hereby grants to said Trustees, for the use and benefit of the Collateral Agent for the equal and ratable benefit of the holders of the Secured Indebtedness, a security interest therein; namely: (a) the lands described in Exhibit A, and the oil and gas leases, the fee, mineral, overriding royalty, royalty and other interests which are specifically described in Exhibit A, (b) the presently existing and (subject to the terms of Section 2.6 hereof) hereafter arising unitization, unit operating, communitization and pooling agreements and the properties covered and the units created thereby (including, without limitation, all units formed under orders, regulations, rules, approvals, decisions or other official acts of any federal, state or other governmental agency having jurisdiction) which are specifically described in Exhibit A or which relate to any of the properties and interests specifically described in Exhibit A, (c) the Hydrocarbons which are in, under, upon, produced or to be produced from the lands described in Exhibit A, (d) the Production Sale Contracts, and (e) the Operating Equipment, together with any and all corrections or amendments to, or renewals, extensions or ratifications of, or replacements or substitutions for, any of the same, or any instrument relating thereto, and all accounts, contracts, contract rights, options, nominee agreements, operating agreements, processing agreements, farmin agreements, farmout agreements, joint venture agreements, exploration agreements, bottomhole agreements, dryhole agreements, support agreements, acreage contribution agreements, insurance policies, title opinions, title abstracts, title materials and information, files, records, writings, data bases, information, systems, logs, well cores, fluid samples, production data and reports, well testing data and reports, maps, seismic and geophysical, geological and chemical data and information, interpretative and analytical reports of any kind or nature, including, without limitation, reserve studies and reserve evaluations, (to the extent Exhibit Q - Page 6 59 the assignment or release of such agreements, opinions, data, information systems, logs, cores, samples, and reports is not restricted by any contract or agreement which is of a type and nature customary in the oil and gas industry) rights-of-way, franchises, easements, servitudes, surface leases, permits, licenses, tenements, hereditaments, appurtenances, general intangibles, rents, issues, profits, products and proceeds, whether now or hereafter existing or arising, used or useful in connection with, covering, relating to, or arising from or in connection with, any of the aforesaid in this granting clause referenced, and all other things of value and incident thereto (including, without limitation, any and all liens, lien rights, security interests and other rights and interests) which the Mortgagor might at any time have or be entitled to, all the aforesaid properties, rights and interests, together with any additions thereto which may be subjected to the lien and security interest of this instrument by means of supplements hereto, being hereinafter called the "Mortgaged Property." Subject, however, to (i) the restrictions, exceptions, reservations, conditions, limitations, interests and other matters, if any, set forth or referred to in the specific descriptions of such properties and interests in Exhibit A (including all presently existing royalties, overriding royalties, payments out of production and other burdens which are referred to in Exhibit A and which are taken into consideration in computing any percentage, decimal or fractional interest as set forth in Exhibit A), any Permitted Encumbrances, (ii) the assignment of production contained in Article III hereof, but only insofar and so long as said assignment of production is not inoperative under the provisions of Section 3.1 hereof, and (iii) the condition that none of the Trustees, the Collateral Agent, the Agents, the Lenders, the Noteholders or any part thereof shall be liable in any respect for the performance of any covenant or obligation of the Mortgagor in respect of the Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustees forever to secure the payment of the Secured Indebtedness and to secure the performance of the obligations of the Mortgagor herein contained. The Mortgagor, in consideration of the premises, hereby covenants and agrees with the Trustees and the Collateral Agent as follows: ARTICLE I Indebtedness Secured 1.1 Items of Indebtedness Secured. The following items of indebtedness are secured hereby: (a) that certain Second Amended and Restated Credit Facility Agreement - [Primary Facility], dated as of March 19, 1999, by and among Pioneer Natural Resources Company (the "Borrower"), NationsBank, N.A., as Administrative Agent (the "Administrative Agent"), CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (herein, as the same may be amended, supplemented, restated or otherwise modified, the "Primary Credit Agreement"), which includes, without limitation, the Notes (as defined in the Primary Credit Exhibit Q - Page 7 60 Agreement), Obligations (as defined in the Primary Credit Agreement) and liabilities of the Borrower under and in connection with the Primary Credit Agreement; (b) [that certain Second Amended and Restated Credit Facility Agreement - [364-Day Facility], dated as of March 19, 1999, by and among Borrower, the Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (herein, as the same may be amended, supplemented, restated or otherwise modified, the "364-Day Credit Agreement", and together with the Primary Credit Agreement, the "Credit Agreements"), which includes, without limitation, the Notes (as defined in the 364-Day Credit Agreement), Obligations (as defined in the 364-Day Credit Agreement) and liabilities of the Borrower under and in connection with the 364-Day Credit Agreement; (c)] The Indenture Notes; (d) Any promissory note taken in extension or renewal of or in replacement or substitution for any of the Credit Agreement Notes or the Indenture Notes; and (e) Any sums advanced or expenses or costs incurred by the Trustees or the Collateral Agent which are made or incurred pursuant to, or permitted by, the terms hereof, plus interest thereon at the rate herein specified or otherwise agreed upon, from the date of the advances or the incurring of such expenses or costs until reimbursed. 1.2 Secured Indebtedness Defined. All the above items of indebtedness are hereinafter collectively referred to as the "Secured Indebtedness." ARTICLE II Particular Covenants and Warranties of the Mortgagor 2.1 Payment of the Secured Indebtedness. The Mortgagor will duly and punctually pay the Secured Indebtedness, including each and every obligation owing on account of the Credit Agreement Notes and the Indenture Notes. 2.2 Warranties. The Mortgagor warrants and represents to the Trustees and the Collateral Agent that (a) the oil and gas leases described in Exhibit A hereto are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the properties to which they pertain, (b) all producing wells located on the lands described in Exhibit A have been drilled, operated and produced in substantial compliance with all applicable laws, rules and regulations of all authorities having jurisdiction and such wells are in fact bottomed under and are producing from the lands described in Exhibit A or from units in which such lands are unitized or pooled, (c) the Mortgagor has valid and indefeasible title to each property right or interest constituting the Mortgaged Property and has a good and legal right to grant and convey the same to the Trustees, and (d) the Mortgaged Property is free from all encumbrances or liens whatsoever, except for Permitted Encumbrances or as permitted by the provisions of Section 2.5(f) hereof. Exhibit Q - Page 8 61 The Mortgagor will warrant and forever defend the Mortgaged Property unto the Trustees against every person whomsoever lawfully claiming the same or any part thereof, and the Mortgagor will maintain and preserve the lien and security interest hereby created so long as any of the Secured Indebtedness remains unpaid. 2.3 Further Assurances. The Mortgagor will execute and deliver such other and further instruments and will do such other and further acts as in the opinion of the Trustees or the Collateral Agent may be necessary or desirable to carry out more effectually the purposes of this instrument, including, without limiting the generality of the foregoing, (a) proceeding with reasonable diligence to promptly correct any Encumbrance which may hereafter be discovered in the title to the Mortgaged Property other than Permitted Encumbrances, (b) prompt correction of any defect in the execution and acknowledgment of this instrument, and (c) prompt execution and delivery of all notices to parties producing, purchasing or receiving proceeds of production from the Mortgaged Property, and all division orders or transfer orders, any of which, in the opinion of the Trustees or the Collateral Agent, is needed to transfer effectually or to assist in transferring effectually to the Collateral Agent the assigned proceeds of production from the Mortgaged Property. 2.4 Taxes. Subject to the Mortgagor's right to contest the same, the Mortgagor will promptly pay all taxes, assessments and governmental charges legally imposed upon this instrument or upon the Mortgaged Property, or upon the interest of the Trustees or the Collateral Agent, or upon the income and profits thereof. 2.5 Recording, etc. The Mortgagor will promptly, and at the Mortgagor's expense, record, register, deposit and file this and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the lien and security interest hereof as a first lien on and prior perfected security interest in real or personal property, as the case may be, subject to the Permitted Encumbrances, and the rights and remedies of the Trustees and of the Collateral Agent, and otherwise will do and observe all things or matters necessary or expedient to be done or observed by reason of any law or regulation of any State or of the United States of America or of any other competent authority, for the purpose of effectively creating, maintaining and preserving the lien and security interest hereof on and in the Mortgaged Property, subject to the Permitted Encumbrances. 2.6 Pooling and Unitization of Mortgaged Property. Mortgagor shall have the right, and is hereby authorized, without notice or consent to pool or unitize all or any part of any tract of land described in Exhibit A, insofar as related to the Mortgaged Property, with adjacent lands, leaseholds and other interests, or enter into joint exploration or development agreements, when, in the reasonable judgment of the Mortgagor, it is necessary or advisable to do so in order to form a drilling unit to facilitate the orderly development of that part of the Mortgaged Property affected thereby, or to comply with the requirements of any law or governmental order or regulation relating to the spacing of wells or proration of the production therefrom. Any unit so formed may relate to one or more zones or horizons, and a unit formed for a particular zone or horizon need not conform in area to any other unit relating to a different zone or horizon, and a unit formed for the production of oil need not conform in area with any unit formed for the production of gas. Upon written request of the Trustees or the Collateral Agent, Mortgagor shall make available to the Trustee and the Collateral Agent copies of all such existing pooling agreements, declarations of pooling or other instruments creating such units. The interest in any such unit attributable Exhibit Q - Page 9 62 to the Mortgaged Property (or any part thereof) included therein shall become a part of the Mortgaged Property and shall be subject to the lien hereof in the same manner and with the same effect as though such unit and the interest of the Mortgagor therein were specifically described in Exhibit A. 2.7 Right of Entry. The Mortgagor will permit the Trustees and the Collateral Agent, or the agents of any of them, to enter upon the Mortgaged Property, and all parts thereof, for the purpose of investigating and inspecting the condition and operation thereof. ARTICLE III Assignment of Production 3.1 Assignment. As further security for the payment of the Secured Indebtedness, the Mortgagor hereby transfers, assigns, warrants and conveys to the Collateral Agent for the equal and ratable benefit of the holders of Secured Indebtedness, effective as of the date hereof, at 7:00 A.M., local time, all Hydrocarbons which are thereafter produced from and which accrue to the Mortgaged Property, and all proceeds therefrom. All parties producing, purchasing or receiving any such Hydrocarbons, or having such, or proceeds therefrom, in their possession for which they or others are accountable to the Collateral Agent by virtue of the provisions of this Article, are authorized and directed to treat and regard the Collateral Agent as the assignee and transferee of the Mortgagor and entitled in the Mortgagor's place and stead to receive such Hydrocarbons and all proceeds therefrom; and said parties and each of them shall be fully protected in so treating and regarding the Collateral Agent and shall be under no obligation to see to the application by the Collateral Agent of any such proceeds or payments received by it. Notwithstanding the other provisions of this Article including the foregoing provisions of this Section 3.1, the Collateral Agent or any receiver appointed in judicial proceedings for the enforcement of this instrument shall have the right to receive all of the Hydrocarbons herein assigned and the proceeds therefrom only after any event of default as described in the provisions of Section 4.1 hereof shall have occurred and be continuing. Upon any sale of the Mortgaged Property or any part thereof pursuant to Article V, the Hydrocarbons thereafter produced from the property so sold, and the proceeds therefrom, shall be included in such sale and shall pass to the purchaser free and clear of the assignment contained in this Article. 3.2 Application of Proceeds. All payments received by the Collateral Agent pursuant to Section 3.1 hereof shall be placed in a cash collateral account at the principal office of the Collateral Agent and on the first Business Day (as defined in the Credit Agreements) of each calendar month applied as follows: First: To the payment and satisfaction of all costs and expenses incurred in connection with the collection of such proceeds, and to the payment of all items of the Secured Indebtedness not evidenced by any Credit Agreement Note or any Indenture Note. Second: To the payment of those items of the Secured Indebtedness then due and owing, pro rata according to each Secured Indebtedness holder's percentage of such items outstanding at the time of such payment. Third: The balance, if any, shall be released to the Mortgagor. Exhibit Q - Page 10 63 3.3 No Liability of the Collateral Agent in Collecting. The Collateral Agent is hereby absolved from all liability for failure to enforce collection of any proceeds so assigned (and no such failure shall be deemed to be a waiver of any right of the Collateral Agent or the Trustees) and from all other responsibility in connection therewith, except the responsibility to account to the Mortgagor for funds actually received. 3.4 Assignment Not a Restriction on the Collateral Agent's Rights. Nothing herein contained shall detract from or limit the absolute obligation of the Mortgagor to make payment of the Secured Indebtedness regardless of whether the proceeds assigned by this Article are sufficient to pay the same, and the rights under this Article shall be in addition to all other security now or hereafter existing to secure the payment of the Secured Indebtedness. 3.5 Indemnity. The Mortgagor agrees to indemnify the Trustees and the Collateral Agent against all claims, actions, liabilities, judgments, costs, attorneys' fees or other charges of whatsoever kind or nature (all hereinafter in this Section 3.6 called "claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Secured Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons, and the Trustees and the Collateral Agent shall have the right to defend against any such claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such claims. The Mortgagor will indemnify and pay to the Trustees or the Collateral Agent, as the case may be, any and all such amounts as may be paid in respect thereof or as may be successfully adjudged against the Trustees or the Collateral Agent or any of them. The obligations of the Mortgagor as hereinabove set forth in this Section 3.5 shall survive the release, termination, foreclosure or assignment of this instrument or any sale hereunder. ARTICLE IV Events of Default 4.1 Events of Default Hereunder. Default in the payment of principal of any Secured Indebtedness when due or default (and such default shall continue unremedied for five (5) days or such longer period during which the holders thereof, or any Indenture Trustee for the holders thereof, do not have the power to cause such Secured Indebtedness to become immediately payable in full) in the payment of interest on any Secured Indebtedness when due, so long as such default shall not have been remedied shall be an "event of default" hereunder. ARTICLE V Enforcement of the Security 5.1 Power of Sale of Real Property Constituting a Part of the Mortgaged Property. Upon the occurrence of an event of default and if such event shall be continuing, the Trustees shall have the right and power to sell, to the extent permitted by law, at one or more sales, as an entirety or in parcels, as they may elect, the real property constituting a part of the Mortgaged Property, at such place or places and otherwise in such manner and upon such notice as may be required by law, or, in the absence of any such requirement, as the Trustees may deem appropriate, and to make conveyance to the purchaser or purchasers; and the Mortgagor shall warrant title to such real property, subject to Permitted Encumbrances, to such purchaser or purchasers. Any public sale may be adjourned without the necessity of announcement Exhibit Q - Page 11 64 at the time and place of such sale and without public notice except as may be required by law. The Trustee may sell, transfer and convey any part of the Mortgaged Property on such terms of credit or part cash and part credit, secured by contract or agreement for sale or mortgage, or otherwise as shall appear to the Trustee to be most advantageous and for such price or prices as can reasonably be obtained therefor, and in the event of a sale on credit or for part cash or part credit, whether by way of contract for sale or by conveyance or transfer and mortgage, neither the Trustee, nor Collateral Agent or holders of Secured Indebtedness are to be accountable for or charged with any monies until the same shall actually be received in cash. The right of sale hereunder shall not be exhausted by one or any sale, and the Trustees may make other and successive sales until all of the trust estate be legally sold. If the proceeds of such sale or sales of less than the whole of the Mortgaged Property shall be less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, this Mortgage and the lien and charge hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that the Mortgagor shall never have any right to require the sale of less than the whole of the Mortgaged Property but the Collateral Agent shall have the right, at its election, to request the Trustee to sell less than the whole of the Mortgaged Property. With respect to that portion, if any, of the Mortgaged Property situated in the State of Wyoming, this instrument may be foreclosed by advertisement and sale as provided by applicable Wyoming statutes. With respect to that portion, if any, of the Mortgaged Property situated in the State of Oklahoma, the Collateral Agent shall have the right and power at its option to declare the Secured Indebtedness hereby secured due and payable and to sell, or direct the Trustees to sell, the "real estate," as such term is defined under the provisions of 46 O.S. Supp. 1986, ss.42, constituting a part of the Mortgaged Property, all under the terms of 46 O.S. Supp. 1986, ss.40 et seq., and shall, to the extent permitted by law, have the other rights conferred on the Trustees under the provisions of this instrument. 5.2 Rights of the Trustees with Respect to Personal Property Constituting a Part of the Mortgaged Property. Upon the occurrence of an event of default and if such event shall be continuing, the Trustees will have all rights and remedies granted by law, and particularly by the Uniform Commercial Code, including, but not limited to, the right to take possession of all personal property constituting a part of the Mortgaged Property, and for this purpose the Trustees may enter upon any premises on which any or all of such personal property is situated and take possession of and operate such personal property (or any portion thereof) or remove it therefrom. The Trustees may require the Mortgagor to assemble such personal property and make it available to the Trustees at a place to be designated by the Trustees which is reasonably convenient to all parties. Unless such personal property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Trustees will give the Mortgagor reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of such personal property is to be made. This requirement of sending reasonable notice will be met if the notice is mailed by first-class mail, postage prepaid, to the Mortgagor at the address shown below the signatures at the end of this instrument at least five (5) days before the time of the sale or disposition. 5.3 Rights of the Trustees with Respect to Fixtures Constituting a Part of the Mortgaged Property. Upon the occurrence of an event of default and if such event shall be continuing, the Trustees may elect to treat the fixtures constituting a part of the Mortgaged Property as either real property collateral or personal property collateral and then proceed to exercise such rights as apply to such type of collateral. Exhibit Q - Page 12 65 5.4 Judicial Proceedings. Upon occurrence of an event of default and if such event shall be continuing, the Trustees, in lieu of or in addition to exercising any power of sale hereinabove given, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Mortgaged Property, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property, or for the enforcement of any other appropriate legal or equitable remedy. 5.5 Possession of the Mortgaged Property. It shall not be necessary for the Trustees to have physically present or constructively in their possession at any sale held by the Trustees or by any court, receiver or public officer any or all of the Mortgaged Property; and the Mortgagor shall deliver to the purchasers at such sale on the date of sale the Mortgaged Property purchased by such purchasers at such sale, and if it should be impossible or impracticable for any of such purchasers to take actual delivery of the Mortgaged Property, then the title and right of possession to the Mortgaged Property shall pass to such purchaser at such sale as completely as if the same had been actually present and delivered. 5.6 Certain Aspects of a Sale. Each Lender or Noteholder shall have the right to become the purchaser at any sale held by the Trustees or by any court, receiver or public officer, and such Lender shall have the right to credit upon the amount of the bid made therefor the amount payable out of the net proceeds of such sale to it. Recitals contained in any conveyance made to any purchaser at any sale made hereunder shall conclusively establish the truth and accuracy of the matters therein stated, including, without limiting the generality of the foregoing, nonpayment of the unpaid principal sum of, and the interest accrued on, the Secured Indebtedness after the same have become due and payable, advertisement and conduct of such sale in the manner provided herein or appointment of any successor Trustee hereunder. 5.7 Receipt to Purchaser. Upon any sale, whether made under the power of sale herein granted and conferred or by virtue of judicial proceedings, the receipt of the Trustees, or of the officer making sale under judicial proceedings, shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such purchaser or purchasers, or his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustees or of such officer therefor, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or nonapplication thereof. 5.8 Effect of Sale. Any sale or sales of the Mortgaged Property, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in equity, of the Mortgagor of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against the Mortgagor, and the Mortgagor's successors or assigns, and against any and all persons claiming or who shall thereafter claim all or any of the property sold from, through or under the Mortgagor or the Mortgagor's successors or assigns. Nevertheless, the Mortgagor, if requested by the Trustees so to do, shall join in the execution and delivery of all proper conveyances, assignments and transfers of the properties so sold. Exhibit Q - Page 13 66 5.9 Application of Proceeds. The proceeds of any sale of the Mortgaged Property, or any part thereof, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall be applied as follows: First: To the payment and satisfaction of all reasonable costs and expenses incurred by the Trustees in the performance of their duties including, without limiting the generality of the foregoing, costs and expenses of any entry, or taking of possession, of any sale, or advertisement thereof, and of conveyances, and as well, court costs, compensation of agents and employees and reasonable legal fees. Second: To a payment to the Collateral Agent, equal in amount to the Secured Indebtedness outstanding at the time of the payment. Third: Any surplus thereafter remaining shall be paid to the Mortgagor or the Mortgagor's successors or assigns, as their interests shall appear. All payments to the Collateral Agent shall be paid into such account as the Collateral Agent shall specify from time to time by notice to the Trustees, in same day or immediately available funds. The Collateral Agent shall promptly remit in same day funds to each holder of Secured Indebtedness its pro rata share, based on the amount of outstanding Secured Indebtedness owed to it, of such payments received by the Collateral Agent. 5.10 The Mortgagor's Waiver of Appraisement, Marshalling and Other Rights. The Mortgagor agrees, to the full extent that the Mortgagor may lawfully so agree, that the Mortgagor will not at any time insist upon or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this instrument or the absolute sale of the Mortgaged Property or the possession thereof by any purchaser at any sale made pursuant to any provision hereof, or pursuant to the decree of any court of competent jurisdiction; but the Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, so far as the Mortgagor or those claiming through or under the Mortgagor now or hereafter lawfully may, hereby waives the benefit of all such laws; provided, however, that appraisement of any of the Mortgaged Property located in the State of Oklahoma is hereby expressly waived or not, at the option of the Trustees, such option to be exercised prior to or at the time the judgment is rendered in any foreclosure hereof. The Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, waives, to the extent that the Mortgagor may lawfully do so, any and all right to have the Mortgaged Property marshalled upon any foreclosure of the lien hereof, or sold in inverse order of alienation, and agrees that the Trustees or any court having jurisdiction to foreclose such lien may sell the Mortgaged Property as an entirety. The Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, further waives, to the full extent that the Mortgagor may lawfully do so, any requirement for posting a receiver's bond or replevin bond or other similar type of bond if the Trustees commence an action for appointment of a receiver or an action for replevin to recover possession of any of the Mortgaged Property. If any law in this paragraph referred to and now in force, of which the Mortgagor or the Mortgagor's successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to constitute any part of the contract herein contained or to preclude the operation or application of the provisions of this Exhibit Q - Page 14 67 paragraph. Pursuant to Section 39-5-19, New Mexico Statutes, Annotated, 1978 Comp., as amended, the Mortgagor agrees that as to the Mortgaged Property situated in the State of New Mexico, the redemption period shall be shortened to one (1) month. The Mortgagor hereby waives all rights of appraisement, sale, homestead or redemption allowed under any law or laws of the State of Arkansas, and especially redemption under the Act of the General Assembly of the State of Arkansas approved May 8, 1899, and acts amendatory thereto. 5.11 Costs and Expenses. All reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustees and the Collateral Agent in protecting and enforcing their rights hereunder, shall constitute a demand obligation owing by the Mortgagor to the party incurring such costs and expenses and shall draw interest at an annual rate equal to the "Prime Rate" (the "Prime Rate") as published in the Wall Street Journal from time to time (or if for a day when such rate is note so published, at the rate for the next preceding day when so published) from time to time plus two percent (2%) until paid, all of which shall constitute a portion of the Secured Indebtedness. 5.12 Sale of the Mortgaged Property in Mississippi. After the occurrence of an event of default, the Trustees, their successors or substitutes, are authorized and empowered, and it shall be their special duty at the request of the Collateral Agent (which request is hereby presumed), to enforce this trust and to sell the Mortgaged Property located in the State of Mississippi, as an entirety or in parcels, as the Trustees acting may designate, to satisfy the Secured Indebtedness then unpaid, after having published notice of the day, time, place and terms of sale in some newspaper published in the county or counties, as the case may be, in which the Mortgaged Property in the State of Mississippi is situated for three (3) consecutive weeks preceding date of sale, and by posting one notice of such sale at the Court House of each county in which the Mortgaged Property is situated for said period of time. In the event the Mortgaged Property is located in more than one county or in two judicial districts of the same county in the State of Mississippi, the Trustees or their substitutes or successors in trust shall have the power, in case they are directed to foreclose under this instrument, to select the county or judicial district in which the sale shall be made and their selection shall be binding on the Mortgagor and the holders of Secured Indebtedness and all persons claiming through or under them, whether by contract or law. The Trustees or their substitutes or any successors in said Trust shall have full power to fix the day, time, place and terms of sale and may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustees, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustees, their substitutes or successors. The Mortgagor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972, Recompiled, and Laws amendatory thereto, if any, as far as said section restricts the right of the Trustees to offer at sale more than 160 acres at one time, and the Trustees, their substitutes or successors may, in their discretion, offer the Mortgaged Property as a whole or in such part or parts as they may deem desirable, regardless of the manner in which it may be described. Any sale made by the Trustees hereunder may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. 5.13 Sale of the Mortgaged Property in Texas. If any Credit Agreement Note or any Indenture Note is not paid when due, whether by acceleration or otherwise, the Trustees are hereby authorized and empowered to sell any part of the Mortgaged Property located in the State of Texas at public sale to the highest bidder for cash in the area at the county courthouse of the county in Texas in which the Texas portion of the Mortgaged Property or any part thereof is situated, as herein described, designated by such Exhibit Q - Page 15 68 county's commissioner's court for such proceedings, or if no area is so designated, at the door of the county courthouse of said county, at a time between the hours of 10:00 A.M. and 4:00 P.M. which is no later than three (3) hours after the time stated in the notice described immediately below as the earliest time at which such sale would occur on the first Tuesday of any month, after advertising the earliest time at which said sale would occur, the place, and terms of said sale, and the portion of the Mortgaged Property to be sold, by (a) posting (or by having some person or persons acting for the Trustees post) for at least twenty-one (21) days preceding the date of the sale, written or printed notice of the proposed sale at the courthouse door of said county in which the sale is to be made; and if such portion of the Mortgaged Property lies in more than one county, one such notice of sale shall be posted at the courthouse door of each county in which such part of the Mortgaged Property is situated and such part of the Mortgaged Property may be sold in the area at the county courthouse of any one of such counties designated by such county's commissioner's court for such proceedings, or if no area is designated, at the courthouse door of such county, and the notice so posted shall designate in which county such property shall be sold, and (b) filing in the office of the county clerk of each county in which any part of the Texas portion of the Mortgaged Property which is to be sold at such sale is situated a copy of the notice posted in accordance with the preceding clause (a). In addition to such posting and filing of notice, the Collateral Agent, acting on behalf of the holders of the Secured Indebtedness shall, at least twenty-one (21) days preceding the date of sale, serve or cause to be served written notice of the proposed sale by certified mail on the Mortgagor and on each other debtor, if any, obligated to pay the Secured Indebtedness according to the records of the Collateral Agent, the Lenders, the Noteholders or other holders of the Secured Indebtedness. Service of such notice shall be completed upon deposit of the notice, enclosed in a postpaid wrapper properly addressed to the Mortgagor and such other debtors at their most recent address or addresses as shown by the records of the Collateral Agent in a post office or official depository under the care and custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such a service was completed shall be prima facie evidence of the fact of service. The Mortgagor agrees that no notice of any sale, other than as set out in this paragraph, need be given by the Trustees, the Collateral Agent or any other person. The Mortgagor hereby designates as its address for the purpose of such notice the address set out on the signature page hereof; and agrees that such address shall be changed only by depositing notice of such change enclosed in a postpaid wrapper in a post office or official depository under the care and custody of the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the Collateral Agent at the address for the Collateral Agent set out herein (or to such other address as the Collateral Agent may have designated by notice given as above provided to the Mortgagor and such other debtors). Any such notice of change of address of the Mortgagor or other debtors or of the Collateral Agent shall be effective three (3) Business Days after such deposit if such post office or official depository is located in the State of Texas, otherwise to be effective upon receipt. The Mortgagor authorizes and empowers the Trustees to sell the Texas portion of the Mortgaged Property in lots or parcels or in its entirety as the Trustees shall deem expedient; and to execute and deliver to the purchaser or purchasers thereof good and sufficient deeds of conveyance thereto by fee simple title, with evidence of general warranty by the Mortgagor, and the title of such purchaser or purchasers when so made by the Trustees, the Mortgagor binds itself to warrant and forever defend. Where portions of the Mortgaged Property lie in different counties, sales in such counties may be conducted in any order that the Trustees may deem expedient; and one or more such sales may be conducted in the same month, or in successive or different months as the Trustees may deem expedient. Notwithstanding anything to the contrary contained herein, the Trustees may postpone the sale provided for in this Section 5.13 at any time without the necessity of a public announcement. The provisions hereof Exhibit Q - Page 16 69 with respect to the posting and giving of notices of sale are intended to comply with the provisions of Section 51.002 of the Property Code of the State of Texas, as in force and effect on January 1, 1992, and in the event the requirements, or any notice, under such Section 51.002 of the Property Code of the State of Texas shall be eliminated or the prescribed manner of giving such notices modified by future amendment to, or adoption of any statute superseding, Section 51.002 of the Property Code of the State of Texas, the requirement for such particular notices shall be deemed stricken from or modified in this instrument in conformity with such amendment or superseding statute, effective as of the effective date thereof. 5.14 Operation of the Mortgaged Property by the Trustees. Upon the occurrence of an event of default and so long as such event of default is continuing and in addition to all other rights herein conferred on the Trustees, the Trustees (or any person, firm or corporation designated by the Trustees) shall have the right and power, but shall not be obligated, to enter upon and take possession of any of the Mortgaged Property, and to exclude the Mortgagor, and the Mortgagor's agents or servants, wholly therefrom, and to hold, use, administer, manage and operate the same to the extent that the Mortgagor shall be at the time entitled and in its place and stead. The Trustees, or any person, firm or corporation designated by the Trustees, may operate the same without any liability to the Mortgagor in connection with such operations, except to use ordinary care in the operation of such properties, and the Trustees or any person, firm or corporation designated by the Trustees, shall have the right to collect, receive and receipt for all Hydrocarbons produced and sold from said properties, to make repairs, purchase machinery and equipment, conduct work-over operations, drill additional wells and to exercise every power, right and privilege of the Mortgagor with respect to the Mortgaged Property. When and if the expenses of such operation and development (including costs of unsuccessful work-over operations or additional wells) have been paid and the Secured Indebtedness paid, said properties shall, if there has been no sale or foreclosure, be returned to the Mortgagor. ARTICLE VI Miscellaneous Provisions 6.1 Successor Trustees. Any Trustee may resign in writing addressed to the Collateral Agent or may be removed at any time with or without cause by an instrument in writing duly executed by the Collateral Agent. In case of the death, resignation or removal of a Trustee, one or more successor Trustees may be appointed by the Collateral Agent by instrument of substitution complying with any applicable requirements of law, and in the absence of any such requirement without formality other than appointment and designation in writing. Such appointment and designation shall be full evidence of the right and authority to make the same and of all facts therein recited, and upon the making of any such appointment and designation this conveyance shall vest in the named successor Trustee or Trustees all the estate and title of the prior Trustee in all of the Mortgaged Property, and he or they shall thereupon succeed to all the rights, powers, privileges, immunities and duties hereby conferred upon the prior Trustee. All references herein to the Trustees shall be deemed to refer to the Trustees from time to time acting hereunder. 6.2 Actions or Advances by the Collateral Agent or the Trustees. Each and every covenant herein contained shall be performed and kept by the Mortgagor solely at the Mortgagor's expense. If the Mortgagor shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this instrument, the Collateral Agent, the Trustees or any receiver appointed hereunder, may, but shall not be Exhibit Q - Page 17 70 obligated to, take action and/or make advances to perform the same in the Mortgagor's behalf, and the Mortgagor hereby agrees to repay the expense of such action and such advances upon demand plus interest at an annual rate equal to the Prime Rate plus two percent (2%) until paid or, in the event any promissory note evidences such indebtedness, upon the terms and conditions thereof. No such advance or action by the Collateral Agent, the Trustees or any receiver appointed hereunder shall be deemed to relieve the Mortgagor from any default hereunder. 6.2 Defense of Claims. The Mortgagor will notify the Trustees, in writing, promptly of the commencement of any legal proceedings affecting the lien or security interest hereof or the Mortgaged Property, or any part thereof, and will take such action, employing attorneys agreeable to the Trustees and the Collateral Agent, as may be necessary or appropriate to preserve the Mortgagor's, the Trustees' and the Collateral Agent's rights affected thereby and/or to hold harmless the Trustees or the Collateral Agent in respect of such proceedings; and should the Mortgagor fail or refuse to take any such action, the Trustees or the Collateral Agent may, upon giving prior written notice thereof to the Mortgagor, take such action in behalf and in the name of the Mortgagor and at the Mortgagor's expense. The obligations of the Mortgagor as hereinabove set forth in this Section 6.3 shall survive the release, termination, foreclosure or assignment of this instrument or any sale hereunder. 6.3 The Mortgaged Property to Revert. If the Secured Indebtedness shall be fully paid and all the commitments and obligations of the Lenders under the Credit Agreements shall have been terminated in writing and the covenants herein contained and contained in the Credit Agreements shall be well and truly performed, then all of the Mortgaged Property shall revert to the Mortgagor and the entire estate, right, title and interest of the Trustees and the holders of Secured Indebtedness shall thereupon cease; and the Trustees and the Collateral Agent in such case shall, upon the request of the Mortgagor and at the Mortgagor's cost and expense, deliver to the Mortgagor proper instruments acknowledging satisfaction of this instrument. The foregoing notwithstanding, this instrument is a Line of Credit Mortgage and until the termination in writing of the Credit Agreements and the occurrence of the other events described in the past sentence of this Section, this Mortgage, and the priority and perfection of the liens created hereunder should continue in full force and effect even if at any time or from time to time there are no moneys outstanding under the Credit Agreements. 6.4 Renewals, Amendments and Other Security. Renewals and extensions of the Secured Indebtedness may be given at any time and amendments may be made to agreements relating to any part of such Secured Indebtedness or the Mortgaged Property and the Trustees and the holders of Secured Indebtedness may take or may now hold other security for the Secured Indebtedness, all without notice to or consent of the Mortgagor. The Trustees or the holders of Secured Indebtedness may resort first to such other security or any part thereof or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action shall not be a waiver of any rights conferred by this instrument, which shall continue as a first lien upon and prior perfected security interest in the Mortgaged Property not expressly released until the Secured Indebtedness is fully paid. 6.5 Instrument an Assignment, etc. This instrument shall be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from time to time as any one or more thereof. Exhibit Q - Page 18 71 6.6 Limitation on Interest. No provision of this instrument shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law or which is otherwise contrary to law. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided for herein, the Mortgagor shall not be obligated to pay such excess. 6.7 Unenforceable or Inapplicable Provisions. If any provision hereof is invalid or un enforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed in favor of the Trustees and the Collateral Agent in order to effectuate the provisions hereof, and the invalidity of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Any reference herein contained to a statute or law of a state in which no part of the Mortgaged Property is situated shall be deemed inapplicable to, and not used in, the interpretation hereof. 6.8 Rights Cumulative. Each and every right, power and remedy herein given to the Trustees or the Collateral Agent shall be cumulative and not exclusive; and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Trustees and the Collateral Agent, as the case may be, and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by the Trustees or the Collateral Agent or any of them in the exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing. [In addition to all the rights and remedies granted hereunder, the Mortgagor agrees to comply with all statutory mortgage covenants and agree that this Mortgage shall be subject to the statutory mortgage condition.](1) 6.9 Waiver by the Trustees. Any and all covenants in this instrument may from time to time by instrument in writing signed by the Trustees be waived to such extent and in such manner as the Trustees may desire, but no such waiver shall ever affect or impair either the Trustees' or the Collateral Agent's rights or liens or security interests hereunder, except to the extent specifically stated in such written instrument. 6.10 Action by Individual Trustee. Any Trustee from time to time serving hereunder shall have the absolute right, acting individually, to take any action and to give any consent and to exercise any right, remedy, power, privilege or authority conferred upon the Trustees, and any action taken by either Trustee from time to time serving hereunder shall be binding upon the other Trustee and no person dealing with either Trustee from time to time serving hereunder shall be obligated to confirm the power and authority of such Trustee to act without the concurrence of the other Trustee. In this instrument, the term "Trustee" shall mean the Trustees hereinabove named, or either of them, as the context requires, and any successor Trustee. 6.11 Miscellaneous Warranties. The Mortgagor additionally warrants and represents to the Trustees and the Collateral Agent that (a) the execution and delivery of this instrument, and the - --------------------- (1) To be used in Mortgages to be filed in New Mexico. Exhibit Q - Page 19 72 performance by the Mortgagor of its obligations hereunder, are within the corporate, partnership or other powers of the Mortgagor and have been duly authorized by all necessary corporate, partnership or other action on the part of the Mortgagor, and (b) this instrument has been duly executed and delivered on behalf of the Mortgagor and is the legal, valid and binding obligation of the Mortgagor, enforceable in accordance with its terms except as such enforceability is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and (c) the execution, delivery and performance of this instrument do not and will not contravene or conflict with the organizational documents of the Mortgagor or, to the best knowledge of the Mortgagor, violate or constitute a default under any law, any presently existing requirement or restriction imposed by judicial, arbitral or any governmental instrumentality. 6.12 Successors and Assigns. This instrument is binding upon the Mortgagor, the Mortgagor's successors and assigns, and shall inure to the benefit of the Trustees, their successors, and the Collateral Agent, its successors and assigns, and the provisions hereof shall likewise be covenants running with the land. 6.13 Article and Section Headings. The article and section headings in this instrument are inserted for convenience of reference and shall not be considered a part of this instrument or used in its interpretation. 6.14 Execution in Counterparts. This instrument may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which are identical, except that, to facilitate recordation or filing, in any particular counterpart portions of Exhibit A hereto which describe properties situated in counties other than the county in which such counterpart is to be recorded or filed may have been omitted. 6.15 Special Filing as Financing Statement. This Mortgage and Deed of Trust shall likewise be a Security Agreement and a Financing Statement. This Mortgage and Deed of Trust shall be filed for record, among other places, in the real estate records of each county in which any portion of the real property covered by the oil and gas leases described in Exhibit A hereto is situated, and, when filed in such counties shall be effective as a financing statement covering fixtures located on oil and gas properties, which oil and gas properties (and accounts arising therefrom) are to be financed at the wellheads of the wells located on the real property described in Exhibit A hereto. At the option of the Collateral Agent, a carbon, photographic or other reproduction of this instrument or of any financing statement covering the Mortgaged Property or any portion thereof shall be sufficient as a financing statement and may be filed as such. 6.16 Notices. Except as otherwise specifically provided for herein, all notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be personally delivered or sent by certified mail, postage prepaid, return receipt requested, or by telecopier, and shall be deemed to be given for purposes of this instrument on the day that such writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section 6.16. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing Exhibit Q - Page 20 73 provisions of this Section 6.16, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective telecopier numbers) indicated on the signature page(s) hereof. 6.17 Release Upon Disposition; Termination. (a) From time to time during the term of this Agreement, unless an event of default shall have occurred and be continuing, the Trustees and the Collateral Agent shall execute, acknowledge and deliver to the Mortgagor a release from this instrument of Mortgaged Properties in connection with the sale, transfer or other disposition of such Mortgaged Properties by the Mortgagor, other than a sale, transfer or disposition to Borrower or any Subsidiary of Borrower and other than the mortgaging, pledging, securing or granting of a lien, mortgage or security interest in the Mortgaged Properties to any of them. Upon the receipt by the Collateral Agent of an Officer's Certificate certifying that no event of default has occurred and is continuing and that certain Mortgaged Properties described in such Officer's Certificate, or an attachment thereto, are to be sold, transferred or disposed of by the Mortgagor pursuant to a bona fide agreement, other than a sale, transfer or disposition to Borrower or any Subsidiary of Borrower and other than the mortgaging, pledging, securing or granting of a lien, mortgage or security interest in the Mortgaged Properties to any of them, the Collateral Agent shall execute, acknowledge and deliver to the Mortgagor an appropriate instrument evidencing such release of such Mortgaged Property in such form as may be reasonably requested by the Mortgagor. The Trustees shall execute, acknowledge and deliver to the Mortgagor, and the purchaser or other transferee shall be to rely conclusively on, any such instrument of release of Mortgaged Properties which bears the signature of the Collateral Agent without any further inquiry. It is expressly understood that any such release may be delivered to the Mortgagor prior to the actual sale, transfer or disposition to facilitate such transaction, provided that such release shall be canceled and redelivered to the Collateral Agent if such Mortgaged Properties are not so sold, transferred or disposed of within 20 days after the date such release has been fully executed, acknowledged and delivered to the Mortgagor. As used herein, the term "Officer's Certificate" means a certificate signed by the Chairman of the Board, the President, any Executive Vice President, or the Chief Financial Officer of the Mortgagor, and the term "Subsidiary" of Borrower means an entity of which more than 50% of the securities entitled to normal voting power are owned directly, or indirectly through one or more other Subsidiaries, by Borrower. (b) The Trustee and the Collateral Agent shall execute, acknowledge and deliver to the Mortgagor a termination of this instrument and full release of all the Mortgaged Properties upon receipt of a notice or other writing signed by the Administrative Agent under the Primary Credit Agreement, stating that this instrument is no longer required to be maintained pursuant to the terms of the Primary Credit Agreement. Such termination of this instrument and full release of all the Mortgaged Properties shall be evidenced by an instrument in such form as may be reasonably requested by the Mortgagor, which will be executed, acknowledged and delivered by the Trustees and the Collateral Agent with reasonable promptness following receipt of such notice or other writing signed by the Administrative Agent. [6.18 North Dakota Provisions. THE PARTIES AGREE THAT THIS MORTGAGE CONSTITUTES A COLLATERAL REAL ESTATE MORTGAGE PURSUANT TO NORTH DAKOTA CENTURY CODE CHAPTER 35-03.] Exhibit Q - Page 21 74 [6.19 New Mexico Mortgage. With respect to the Mortgaged Property located in the State of New Mexico, this Mortgage shall be construed as a Mortgage and will be subject to foreclosure by law upon, among others, the occurrence of any event of default.](1) - ------------------------ (1) To be used in Mortgages to be filed in New Mexico. Exhibit Q - Page 22 75 IN WITNESS WHEREOF, the Mortgagor has executed or caused to be executed this Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement on the day, month and year first above written. MORTGAGOR ---------------------------------- By: ------------------------------- ATTEST: Title: Printed Name: - --------------------- Secretary Printed Name: The name and mailing address of the Mortgagor is: - ------------------- c/o PIONEER NATURAL RESOURCES COMPANY 1400 Williams Square West 5205 North O'Connor Blvd. Irving, Texas 75039 (Signatures Continued on Next Page) Exhibit Q - Page 23 76 SECURED PARTIES ---------------------------------------- , Trustee ------------------ ---------------------------------------- , Trustee ------------------ , as Collateral Agent -------------------- By: ------------------------------------- ATTEST: Name: Printed Name: - ---------------- Title: Printed Name: The names and mailing addresses of the Secured Parties are: , as Collateral Agent - ---------------------------------------- , Trustee and , Trustee - ---------------- ----------- - ----------------------------------------- - ----------------------------------------- This Instrument Was Prepared By: Francis R. Bradley, III, Esq. Mayer, Brown & Platt 700 Louisiana, Suite 3600 Houston, Texas 77002 [signature] [SIGNED IN THE PRESENCE OF: - ---------------- ] - ---------------- Exhibit Q - Page 24 77 STATE OF TEXAS ) ) Section. COUNTY OF HARRIS ) BE IT REMEMBERED that I,______________ , a Notary Public duly qualified, commissioned, sworn and acting in and for the County and State aforesaid, hereby certify that, on this___day of_____, ______, there appeared before me severally each of the following persons__________________, the__________, and _____________ __________, the Secretary, of _______________________, a _____________, whose address is 1400 Williams Square West, 5205 North O'Connor Blvd., Irving, Texas 75039. [LANGUAGE TO BE INCLUDED ONLY FOR THE APPLICABLE STATES WHERE MORTGAGED PROPERTIES ARE LOCATED] ALABAMA and MISSISSIPPI Before me on this day personally appeared the aforementioned persons, whose names are signed to the foregoing conveyance in the capacities set forth opposite the names of such persons above, and who are known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, they, as such officers with full authority, executed the same voluntarily for and as the act of said corporation. ARKANSAS Before me on this day appeared in person the aforementioned persons, to me personally well known, who stated that they held the offices in the corporation set forth opposite their names above and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. COLORADO The foregoing instrument was acknowledged before me this day by each such person on behalf of said corporation. IDAHO On this day before me personally appeared the aforementioned persons known or identified to me to be the officers of the corporation that executed the above instrument on behalf of said corporation and acknowledged to me that such corporation executed the same. ILLINOIS The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation set opposite their names on behalf of said corporation. INDIANA Before me this day personally appeared the aforementioned persons who acknowledged the execution of the foregoing instrument. Exhibit Q - Page 25 78 KANSAS This instrument was acknowledged to me on this day by each such person as the designated officer of the corporation set opposite his name, on behalf of said corporation. KENTUCKY and MICHIGAN The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation set opposite their names on behalf of said corporation. MONTANA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation described in and that executed the within instrument, and acknowledged to me that such corporation executed the same. NEBRASKA The foregoing instrument was acknowledged before me this day by each such person as the designated officers of the corporation set opposite their names on behalf of said corporation. NEW MEXICO The foregoing instrument was acknowledged before me this day by each such person as the designated officer as stated opposite their names of Pogo Producing Company, a Delaware corporation, on behalf of said corporation [in its capacity as general partner of Pogo Gulf Coast, Ltd., a Texas limited partnership, on behalf of said partnership]. NORTH DAKOTA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation described in and that executed the within instrument, and acknowledged to me that such corporation executed the same. OHIO Before me personally appeared such persons known to me to be the persons who, as the officers of the corporation set opposite their names which executed the foregoing instrument, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation as such officers, respectively; that the same is their free act and deed as such officers, respectively, and the free and corporate act and deed of the corporation set opposite their names; that they were duly authorized thereupon by the board of directors of said corporation; and that (as the case may be) the seal affixed to said instrument is the corporate seal of said corporation. OKLAHOMA Before me on this day personally appeared the aforementioned persons, to me known to be the identical persons who subscribed the names of the respective makers thereof to the foregoing instrument in the capacities set forth opposite the names of such persons above, and each such person acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of the corporation set opposite his name for the uses and purposes therein set forth. Exhibit Q - Page 26 79 SOUTH DAKOTA Before me personally appeared each such person, who acknowledged himself to be the designated officer of the corporation set opposite his name, as the case may be, and that as such designated officer being authorized so to do, he executed the foregoing instrument for the purposes therein contained, by signing the name of said corporation by himself as such designated officer. TEXAS This instrument was acknowledged before me on this day by each such person as the designated officer of the corporation set opposite his name on behalf of said corporation set opposite his name. UTAH On this day personally appeared before me such persons, who, being by me duly sworn, did say, that they are the designated officers of said corporation, and that said instrument was signed in behalf of said corporation by resolution of its Board of Directors, and said persons acknowledged to me that the said corporation, executed the same. WYOMING The foregoing instrument was acknowledged before me by the above individuals on this day. GIVEN under my hand and seal this___day of_________________. --------------------- Notary Public in and for Harris County, TEXAS --------------------- Print or Type Name My commission expires: Exhibit Q - Page 27 80 STATE OF____ ) ) Sections. COUNTY OF____ ) BE IT REMEMBERED that I,______________, a Notary Public duly qualified, commissioned, sworn and acting in and for the County and State aforesaid, hereby certify that, on this___day of_________,________, there appeared before me severally each of the following persons, each being either a Trustee or else the designated officer of the corporation or association set opposite his name, and each such Trustee, corporation or association being a party to the foregoing instrument: _______________,_____________and______,______of____________, a______________, whose address is_________________________; __________________and________________whose addresses are____________, as Trustees. [LANGUAGE TO BE INCLUDED ONLY FOR THE APPLICABLE STATES WHERE MORTGAGED PROPERTIES ARE LOCATED] ALABAMA and MISSISSIPPI Before me on this day personally appeared the aforementioned persons, whose names are signed to the foregoing conveyance in the capacities set forth opposite the names of such persons above, and who are known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, they, as such officers or Trustees with full authority, executed the same voluntarily for and as the act of said corporation, said association or said Trustees, as the case may be. ARKANSAS Before me on this day appeared in person the aforementioned persons, to me personally well known, who stated that they held the offices in the corporation or association set forth opposite their names above (or, in the case of the Trustees, were validly appointed Trustees) and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said corporation or association (or as Trustees, as the case may be), and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. COLORADO The foregoing instrument was acknowledged before me this day by each such person on behalf of said corporation or association, or himself, as Trustee, as the case may be. IDAHO On this day before me personally appeared the aforementioned persons known or identified to me to be the officers (or Trustees, as the case may be) of the Exhibit Q - Page 28 81 corporation or the association that executed the above instrument on behalf of said corporation or association (or themselves, as Trustees) and acknowledged to me that such corporation, association or Trustees executed the same. ILLINOIS The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation or association set opposite their names (or as Trustees, as the case may be) on behalf of said corporation or association (or themselves, as Trustees). INDIANA Before me this day personally appeared the aforementioned persons who acknowledged the execution of the foregoing instrument. KANSAS This instrument was acknowledged to me on this day by each such person as the designated officer of the corporation or association set opposite his name (or a Trustee, as the case may be), on behalf of said corporation or association (or of himself, as a Trustee, as the case may be). KENTUCKY and MICHIGAN The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation or association set opposite their names (or as Trustees, as the case may be) on behalf of said corporation or association (or themselves, as Trustees). MONTANA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation or association described in and that executed the within instrument (or a Trustee, as the case may be), and acknowledged to me that such corporation or association (or Trustee, as the case may be) executed the same. NEBRASKA The foregoing instrument was acknowledged before me this day by each such person as the designated officers of the corporation or association set opposite their names (or as Trustees, as the case may be) on behalf of said corporation or association, or himself as a Trustee, as the case may be. NEW MEXICO The foregoing instrument was acknowledged before me this day by each such person as the designated officer as stated opposite their names,_____________of, a_______________ on behalf of said___________[(or individually as trustees, residing at _________________as the case may be, on behalf of himself, as a Trustee)] [(or as the designated officer of the Trustee set opposite their respective names, of ___________, a____________, and_____________, a___________, respectively on behalf of said corporation or association, as trustee)].(1) - ---------------------------- (1) Modify as necessary for individual or corporate trustees. Exhibit Q - Page 29 82 NORTH DAKOTA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation or association described in and that executed the within instrument (or a Trustee, as the case may be), and acknowledged to me that such corporation or association (or Trustee, as the case may be) executed the same. OHIO Before me personally appeared such persons known to me to be the persons who, as the officers of the corporation or association set opposite their names which executed the foregoing instrument (or as Trustees, as the case may be), signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation or association as such officers, respectively (or as Trustees, as the case may be); that the same is their free act and deed as such officers, respectively (or as Trustees as the case may be), and (as the case may be) the free and corporate act and deed of the corporation or association set opposite their names; that (as the case may be) they were duly authorized there unto by the board of directors of said corporation or association; and that (as the case may be) the seal affixed to said instrument is the corporate seal of said corporation or association. OKLAHOMA Before me on this day personally appeared the aforementioned persons, to me known to be the identical persons who subscribed the names of the respective makers thereof to the foregoing instrument in the capacities set forth opposite the names of such persons above, and each such person acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of the corporation or association set opposite his name (or of himself as Trustee, as the case may be) for the uses and purposes therein set forth. SOUTH DAKOTA Before me personally appeared each such person, who acknowledged himself to be the designated officer of the corporation or association set opposite his name, or a Trustee, as the case may be, and that (as the case may be, as such designated officer being authorized so to do) he executed the foregoing instrument for the purposes therein contained, by (as the case may be) signing the name of said corporation or association by himself as such designated officer. TEXAS This instrument was acknowledged before me on this day by each such person as the designated officer of the corporation or association set opposite his name (or a Trustee, as the case may be), on behalf of said corporation or association set opposite his name (or of himself as Trustee, as the case may be). UTAH On this day personally appeared before me such persons, who, being by me duly sworn, did say, that (as the case may be) they are the designated officers of said corporation or association or are Trustees and that said instrument was signed (as the case may be) in behalf of said corporation or association by resolution of its Board of Directors (or on behalf of themselves as Trustees, as the case may be), and said persons acknowledged to me that said corporation, association or Trustees executed the same. Exhibit Q - Page 30 83 WYOMING The foregoing instrument was acknowledged before me by the above individuals on this day. GIVEN under my hand and seal this__day of_____________. ----------------------- Notary Public in and for County, ------------ --------- --------------------- Print or Type Name My commission expires: Exhibit Q - Page 31 84 EXHIBIT A To Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement, dated ______,______, from__________________ to___________ and____________ and________________, as Collateral Agent List of Properties [to be prepared by the Mortgagor] 1. Depth limitations, unit designations, unit tract descriptions and descriptions of undivided leasehold interests, well names, "Operating Interests", "Working Interests" and "Net Revenue Interests" contained in this Exhibit A and the listing of any percentage, decimal or fractional interest in this Exhibit A shall not be deemed to limit or otherwise diminish the interests being subjected to the lien, security interest and encumbrance of this instrument. 2. Some of the land descriptions in this Exhibit A may refer only to a portion of the land covered by a particular lease. This instrument is not limited to the land described in Exhibit A but is intended to cover the entire interest of the Mortgagor in any lease described in Exhibit A even if such interest relates to land not described in Exhibit A. Reference is made to the land descriptions contained in the documents of title recorded as described in this Exhibit A. To the extent that the land descriptions in this Exhibit A are incomplete, incorrect or not legally sufficient, the land descriptions contained in the documents so recorded are incorporated herein by this reference. 3. References in Exhibit A to instruments on file in the public records are made for all purposes. Unless provided otherwise, all recording references in Exhibit A are to the official real property records of the county or counties (or parish or parishes) in which the mortgaged property is located and in which records such documents are or in the past have been customarily recorded, whether Deed Records, Oil and Gas Records, Oil and Gas Lease Records or other records. 4. A statement herein that a certain interest described herein is subject to the terms of certain described or referred to agreements, instruments or other matters shall not operate to subject such interest to any such agreement, instrument or other matter except to the extent that such agreement, instrument or matter is otherwise valid and presently subsisting nor shall such statement be deemed to constitute a recognition by the parties hereto that any such agreement, instrument or other matter is valid and presently subsisting. Exhibit Q - Page 32 85 Schedule 1 Schedule of Lenders' Commitments and Percentage Share
Lenders Commitment Percentage Share ------- ---------- ---------------- NationsBank, N.A. $ 178,969,354.90 13.255320% CIBC Inc. $ 125,077,300.96 9.263819% Morgan Guaranty Trust Company of New York $ 178,969,354.95 13.255320% Chase Bank of Texas, National Association $ 120,332,991.31 8.912433% The Bank of New York $ 58,636,363.64 4.342888% The Bank of Nova Scotia $ 96,590,840.62 7.153976% Royal Bank of Canada $ 96,590,840.62 7.153976% Union Bank of California, N.A. $ 58,636,363.64 4.342888% Wells Fargo Bank, N.A. $ 58,636,363.64 4.342888% Bank One, Texas, N.A. $ 22,872,340.43 1.694034% Den Norske Bank ASA $ 39,090,909.09 2.895258% Paribas $ 39,090,909.09 2.895258% First Union National Bank $ 53,323,837.94 3.949417% Bankers Trust Company $ 19,545,454.55 1.447629% Credit Agricole Indosuez $ 19,545,454.55 1.447629% Natexis Banque $ 19,545,454.55 1.447629% Toronto Dominion (Texas), Inc. $ 52,755,621.88 3.907332% The Toyo Trust & Banking Co., Ltd. $ 19,545,454.55 1.447629% Wachovia Bank, N.A. $ 33,778,383.40 2.501788% The Dai-Ichi Kangyo Bank, Ltd., New York $ 19,545,454.55 1.447629% Branch The Sanwa Bank, Limited $ 19,545,454.55 1.447629% Kredietbank N.V. $ 19,545,454.55 1.447629% =============================================== Totals: $1,350,169,957.96 100.000000%
Schedule 1 - Page 1 86 Schedule 3 Schedule of Restricted Subsidiaries This Schedule 3 is attached to and made a part of (i) that certain Primary Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999 by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto, and (ii) that certain 364 Day Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999 by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co- Agents party thereto, and the Lenders from time to time parties thereto. Pioneer Natural Resources USA, Inc., a Delaware corporation Pioneer International Resources Company, a Delaware corporation Pioneer Resources Producing L.P., a Delaware limited partnership Parker & Parsley (Canada) Petroleum Company, a Nova Scotia, Canada limited liability company Pioneer Resources, Inc., , a Delaware corporation P&PCanada LP Co., a Delaware corporation Pioneer Natural Resources Canada, Inc., an Alberta, Canada limited liability company Pioneer Natural Resources (Argentina) S.A., an Argentina limited liability company Pioneer Natural Resources (Tierra del Fuego)S.A., an Argentina limited liability company Westpan NGL Co., a Delaware corporation Pioneer Natural Resources (Cayman) Ltd., a Cayman exempted company Parker & Parsley Petroleum Australia Holdings Pty Limited (A.C.N. 064 589 242), a New South Wales, Australia corporation Parker & Parsley Petroleum Australia Pty Limited (A.C.N. 064 589 180), a New South Wales, Australia corporation Bridge Oil (U.S.A.) Inc., a Delaware corporation Schedule 3 - Page 1 87 Schedule 4 Schedule of Insurance Schedule 4 - Page 1 88 Schedule 5 Schedule of Security Instruments Guaranties - Pioneer Natural Resources USA, Inc., a Delaware corporation Pioneer International Resources Company, a Delaware corporation Pioneer Resources Producing L.P., a Delaware limited partnership Pioneer Resources, Inc., a Delaware corporation P&PCanada LP Co., a Delaware corporation Pioneer Natural Resources Canada Inc., an Alberta, Canada corporation Westpan NGL Co., a Delaware corporation Pioneer Natural Resources (Argentina) S.A., an Argentina limited liability company Pioneer Natural Resources (Tierra del Fuego) S.A., an Argentina limited liability company Pledge Agreements or Deeds of Mortgage, Blank Stock Powers and Financing Statements: Pledge Agreement by Pioneer Resources, Inc., a Delaware corporation, covering shares of Parker & Parsley (Canada) Petroleum Company, a Nova Scotia, Canada limited liability company Pledge Agreement by P&PCanada LP Co., a Delaware corporation, covering shares of Parker & Parsley (Canada) Petroleum Company, a Nova Scotia, Canada limited liability company Deed of Mortgage by Pioneer Natural Resources Company USA, Inc., a Delaware corporation, covering shares of Parker & Parsley Petroleum Australia Holdings Pty. Limited (A.C.N. 064 589 242), a New South Wales, Australia corporation Pledge Agreement by Pioneer International Resources Company, a Delaware corporation, covering shares of Pioneer Natural Resources Canada Inc., an Alberta, Canada limited liability company Pledge Agreement by Pioneer Natural Resources USA, Inc., a Delaware corporation, covering shares of Pioneer Natural Resources (Cayman) Ltd., a Cayman exempted company Schedule 5 - Page 1 EX-10.70 7 SECOND AMENDED/RESTATED CREDIT FACILITY AGREEMENT 1 EXHIBIT 10.70 [364 DAY CREDIT FACILITY] =============================================================================== SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT by and among PIONEER NATURAL RESOURCES COMPANY, as BORROWER, and NATIONSBANK, N.A., as ADMINISTRATIVE AGENT, and CIBC INC., as DOCUMENTATION AGENT, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as DOCUMENTATION AGENT, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as SYNDICATION AGENT, THE CO-AGENTS SIGNATORY HERETO, and THE OTHER LENDERS SIGNATORY HERETO Dated as of March 19, 1999 --------------------- NATIONSBANC MONTGOMERY SECURITIES LLC, as LEAD ARRANGER and BOOK MANAGER =============================================================================== 2 SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (herein called this "Amendment and Restatement"), is made as of March 19, 1999, by and among PIONEER NATURAL RESOURCES COMPANY, a Delaware corporation (the "Borrower"), NATIONSBANK, N.A., as successor-by-merger to NationsBank of Texas, N.A., as Administrative Agent and Collateral Agent, CIBC INC., as Documentation Agent, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the "Co-Agents" party to the Credit Agreement (as herein defined), and the other Lenders from time to time parties to the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents have heretofore entered into a certain Amended and Restated Credit Facility Agreement - 364- Day Credit Facility, dated as of December 18, 1997, as previously amended (herein the "Credit Agreement"); and WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents now intend to amend and restate the Credit Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, each of the Borrower, the Lenders, the Managing Agents, the Collateral Agent and the Co-Agents hereby agree as follows: SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings given in the Credit Agreement, as amended and restated by the Amendment and Restatement. SECTION 2. Amendments to Credit Agreement. Effective as of Effective Date, the Credit Agreement is hereby amended and restated in its current form with the following amendments: a. The definitions of "Amendment Fee Rate", "Applicable Rating Level", "Consolidated Interest Expense", "EBITDAX", "Eurodollar Margin" and "Facility Fee Rate" in Section 1.1 of the Credit Agreement are hereby amended and restated to read in their entirety as follows: " "Amendment Fee Rate" means 37.5 basis points." " "Applicable Rating Level" means the level set forth below that corresponds to the lowest of ratings issued from time to time by Moody's and S&P, as applicable to Borrower's senior, unsecured long-term debt: 3
========================================================= Moody's S&P - --------------------------------------------------------- Level I >= Baa3 >= BBB- - --------------------------------------------------------- Level II Ba1 BB+ - --------------------------------------------------------- Level III Ba2 BB - --------------------------------------------------------- Level IV <= Ba3 <= BB- =========================================================
For example, if the Moody's rating is Ba1 and the S&P rating is BB, Level III shall apply. For purposes of the foregoing, (i) ">=" means a rating more favorable than or equal to; "<=" means a rating less favorable than or equal to; (ii) if ratings for Borrower's senior unsecured long-term debt shall not be available from S&P or Moody's, Level IV shall be deemed applicable; (iii) if any of the Rating Agencies shall change its ratings nomenclature prior to the date all Obligations have been paid and the Commitments canceled, Borrower and the Lenders shall negotiate in good faith to amend the references to specific ratings in this definition to reflect such change, and pending such amendment, if an appropriate Applicable Rating Level is otherwise not determinable based upon the foregoing grid, the last Applicable Rating Level in effect at the time of such change shall continue to apply." " "Consolidated Interest Expense" means, for any period, total interest expense, whether paid or accrued, of Borrower and its Subsidiaries on a Consolidated basis, including, without limitation, all commissions, discounts and other fees and charges owed with respect to Letters of Credit (as defined in the Primary Credit Facility)." " "EBITDAX" means, for any period the sum of the amounts for such period of Consolidated net income (excluding gains and losses on the sale of assets), Consolidated Interest Expense, depreciation expense, depletion expense, amortization expense, federal and state income taxes, exploration and abandonment expense and other non-cash charges and expenses, all as determined on a Consolidated basis for Borrower and its Subsidiaries. " "Eurodollar Margin" means, on any date, with respect to each Eurodollar Portion of a Revolving Loan, the sum of (i) the applicable Senior Debt Margin plus (ii) the number of basis points per annum set forth below based on the Applicable Rating Level:
================================================== Applicable Rating Level ------------ -------------------------------------------------- Level I 150.0 b.p. -------------------------------------------------- Level II 200.0 b.p. -------------------------------------------------- Level III 225.0 b.p. -------------------------------------------------- Level IV 250.0 b.p. ==================================================
2 4 Changes in the Eurodollar Margin will occur automatically without prior notice upon the effectiveness of any change of the Applicable Rating Level. Administrative Agent will give notice promptly to Borrower and the Lenders of changes in the Eurodollar Margin." " "Facility Fee Rate" means, on any date that a facility fee is due pursuant to Section 2.7, the number of basis points per annum set forth below based on the Applicable Rating Level on such date; provided, that notwithstanding the provisions of Section 2.7, the facility fee payable to each Lender at the Facility Fee Rate pursuant to Section 2.7 for any period shall be payable on the average daily unused amount (which amount shall include any outstanding Swing Line Advances or Competitive Bid Advances) of such Lender's Percentage Share of the Facility Amount for such period:
========================================================== Applicable Facility Fee Rate Rating Level Margin - ---------------------------------------------------------- Level I 37.5 b.p. - ---------------------------------------------------------- Level II 50.0 b.p. - ---------------------------------------------------------- Level III 50.0 b.p. - ---------------------------------------------------------- Level IV 50.0 b.p. ==========================================================
Changes in the Facility Fee Rate will occur automatically without prior notice. Administrative Agent will give notice promptly to Borrower and the Lenders of changes in the Facility Fee Rate." b. Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions of "Base Rate Margin", "Consolidated Tangible Net Worth", " Debt Issuance", "Engineering Report", "Initial Engineering Report", "Net Cash Proceeds", "Non-Recourse Debt", "Properties", "Properties NPV", "Properties NPV to Total Debt Ratio", "Public Notes", "Qualified Investments", "Security Documents", "Senior Debt", "Senior Debt Margin", "Senior Leverage Ratio", "Subordinated Debt" and "Total Leverage Ratio" in appropriate alphabetical order: " "Base Rate Margin" means, on any date, with respect to each Base Rate Portion of a Revolving Loan, the sum of (i) the applicable Senior Debt Margin plus (ii) the greater of (A) the Eurodollar Margin less 125 basis points or (B) zero." " "Consolidated Tangible Net Worth" means (i) the Consolidated shareholder's equity of Borrower and its Subsidiaries (determined in accordance with GAAP), less (ii) the amount of Consolidated intangible assets of Borrower and its Subsidiaries, plus (iii) the aggregate amount of any non-cash write downs under Financial Accounting Standards 19, 109 and 121, on a consolidated basis, by Borrower and its Subsidiaries after December 31, 1998." 3 5 " "Debt Issuance" means the sale or issuance after February 1, 1999, by Borrower or any Restricted Person of notes or other debt securities for cash pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or to qualified institutional buyers in reliance on Rule 144A under the Act or pursuant to a transaction effected as private placement pursuant to an exemption to registration under the Act." " "Engineering Report" means the Initial Engineering Report." " "Initial Engineering Report" means that certain engineering report, delivered to the Administrative Agent on February 26, 1999 concerning the Properties." " "Net Cash Proceeds" means the cash or cash equivalent proceeds received by the Borrower or any Restricted Person as a result of (i) an issuance of common stock, preferred stock or other equity of the Borrower or any Restricted Person, (ii) a Debt Issuance, or (iii) a sale of Property of Borrower or any Restricted Person, in each case after deducting all of the following, as applicable, (a) legal fees paid or reimbursed by Borrower or any Restricted Person and allocable to such transaction, (b) underwriters' discounts, initial purchasers' discounts, placement agent's fees, brokers' commissions and other discounts, commissions or fees incurred in connection with such transaction, to the extent paid or reimbursed by Borrower or any Restricted Person, (c) registration fees, printer's fees and other costs of sale paid or reimbursed by Borrower or any Restricted Person in connection with such transaction, and (d) any reserves maintained by Borrower or any Restricted Person for any closing cost adjustments or similar contingencies in connection with such transaction. Proceeds of any such transaction consisting of notes, stock, securities or other non-cash assets or property shall not be included as Net Cash Proceeds; provided, however, any cash or cash equivalents received as a result of the sale, pledge or transfer of any such note, stock, securities or other non-cash assets or property or as a payment on account of or otherwise realized on account of principal or capital of any note, stock, securities or other non-cash assets or property (but not dividends, interest or operating income in respect of any assets or property) shall be treated as cash or cash equivalent proceeds received by Borrower or a Restricted Person at the time such cash or cash equivalent is received by Borrower or any Restricted Person." " "Properties" means, at the particular time in question, all material oil and gas properties and reserves (which properties and reserves shall be free of any Liens other than Permitted Liens) of the Borrower and the Subsidiaries at such time and that were evaluated in the Initial Engineering Report or, if applicable, the Engineering Report and other information most recently provided by Borrower pursuant to Section 5.1(b)(4)." " "Properties NPV" means, at the particular time in question, the net present value of the Borrower's and the Subsidiaries' proved reserves included in the Properties set forth in the Engineering Report." " "Properties NPV to Total Debt Ratio" means at any time the ratio of (a) the Properties NPV to (b) Borrower's Total Debt." 4 6 " "Public Notes" means each of the following: (i) Borrower's $150,000,000 8 7/8% Senior Notes due 2005, (ii) Borrower's $150,000,000 8 1/4% Senior Notes due 2007, (iii) Borrower's $350,000,000 6.50% Senior Notes due 2008, (iv) Borrower's $250,000,000 7.20% Senior Notes due 2028, together with all guaranties thereof and all notes issued from time to time in replacement therefor and (v) any other publicly tradeable notes, bonds or debentures outstanding as of February 1, 1999, which notes, bonds or debentures by their terms require that they be secured equally and ratably with any collateral under this Agreement." " "Qualified Investments" means (i) the purchase by Borrower or one of its Subsidiaries of Properties constituting proved reserves, or (ii) capital expenditures made by Borrower or one of its Subsidiaries to maintain, enhance or develop Properties constituting proved reserves owned by Borrower or one of its Subsidiaries." " "Security Documents" means, collectively, the Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement from the Borrower or any of its Subsidiaries as the case may be, granted to a Collateral Agent selected by the Administrative Agent and reasonably acceptable to Borrower to secure equally and ratably the Obligations and the Public Notes, substantially in the form attached hereto as Exhibit R with appropriate insertions (with any modifications necessary to comply with applicable state laws or filing requirements), and any and all further documents, financing statements, agreements and instruments which may be required under applicable law, or which the Agent may reasonably request, in order to satisfy the requirements of Section 5.1(n)." " "Senior Debt" means Total Funded Debt of the Borrower and its Subsidiaries, other than Total Funded Debt that is Subordinated Debt." " "Senior Debt Margin" means 25 basis points per annum. " "Senior Leverage Ratio" means at any time the ratio of (a) Borrower's then Consolidated Senior Debt to (b) Borrower's EBITDAX; provided that for purposes of the foregoing calculation, EBITDAX for any Fiscal Quarter shall be deemed to be four times the EBITDAX for such Fiscal Quarter." " "Subordinated Debt" means all unsecured Debt of the Borrower for money borrowed which is subordinated in right of payment to the payment of all Obligations, upon customary terms satisfactory to the Administrative Agent." " "Total Leverage Ratio" means at any time the ratio of (a) Borrower's then Consolidated Total Funded Debt to (b) Borrower's EBITDAX; provided that for purposes of the foregoing calculation, EBITDAX for any Fiscal Quarter shall be deemed to be four times the EBITDAX for such Fiscal Quarter." 5 7 c. Section 1.1 of the Credit Agreement is hereby amended by deleting the following definitions of "Commitment Utilization", "Commitment Utilization Level" and "Commitment Utilization Margin" in their entirety. d. The definition of "Debt" in Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end of clause (h) before the semicolon: "and the amount of deferred revenue attributable to any forward sale of production or Properties for which such Person has directly or indirectly received payment in advance." e. Section 4.1(h) of the Credit Agreement is hereby amended by inserting at the end of Section 4.1(h) the following sentence: "There are no statements or conclusions in the Engineering Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that (1) the Engineering Report is necessarily based upon professional opinions, estimates and projections and (2) Borrower does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate." f. Section 5.1 of the Credit Agreement is hereby amended by inserting the following Section 5.1(n) after Section 5.1(m) of the Credit Agreement: " (n) Springing Lien. In the event that any Event of Default has occurred and is continuing without affecting in any way any other rights of the Lenders hereunder, the Administrative Agent, at the direction of the Required Lenders, may request that the Borrower, and the Borrower agrees to: (i) duly execute and deliver to the Administrative Agent (or such other Person designated by the Administrative Agent) the Security Documents and cause each such Security Document to be filed, registered and recorded, as the law may require or the Administrative Agent may request, in each jurisdiction where so required or requested, and deliver to the Administrative Agent an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration and recordation, in order to mortgage, assign, grant a security interest in and pledge to the Administrative Agent (or such other Person designated by the Administrative Agent), acting on behalf of the Lenders, all of the Borrower's and the Restricted Subsidiaries' right, title and interest in and to the Properties located in the United States, and the proceeds thereof, having a Properties NPV, as of the date of the Engineering Report, of 80% of the aggregate Properties NPV attributable to Properties located in the United States (the "Collateral") in such request, and to perfect and evidence the first priority of all such Security Documents (subject to liens and encumbrances permitted by the terms of such instruments); provided that the Borrower shall not, and shall not permit any of its Subsidiaries to, on or after the Effective Date enter into any amendment of any such contract or agreement, or enter into any other contract or agreement, that in either case would result in any additional such material consent, authorization or approval requirement; and 6 8 (ii) deliver to the Administrative Agent, within 30 days of such request for delivery of the Security Documents (or, if a Person other than the Administrative Agent is to act as collateral agent under the Security Documents, if later, within fifteen (15) days of the designation and acceptance by such Person of the collateral agency), evidence acceptable to the Administrative Agent, in its reasonable discretion, indicating that Security Documents covering 80% of the Properties NPV attributable to the Properties located in the United States have been executed, acknowledged, filed, registered and recorded, as the law may require or the Agent may request, in each jurisdiction where so required or requested. Borrower further agrees to execute, or cause its Subsidiaries to execute, any and all further documents, financing statements, agreements and instruments, and take all further actions (including filing Uniform Commercial Code financing statements), which may be required under applicable law, or which the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by this Section 5.1(n) and in order to grant, preserve, protect and perfect the validity and first priority of any security interests created pursuant to the Security Documents. Borrower will also provide and cause its Subsidiaries to provide at their own expense to the Administrative Agent such title records or opinions as may be in the files of Borrower or its Subsidiaries and operating agreements and other instruments and documents relating to the Properties covered by the Security Documents then in the possession of the Borrower or any Subsidiary as the Administrative Agent may reasonably request. At such time as no Event of Default is continuing upon request by Borrower to Administrative Agent, Administrative Agent shall advise the Collateral Agent, pursuant to the terms of the Security Documents, to terminate all Security Documents and release all Liens created thereby." g. Subsection 5.2(a)(5) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " (5) Debt, other than Debt otherwise permitted by another subparagraph of this Section 5.2(a), which, at the time incurred, is (i) at prevailing market rates of interest and contains covenants and conditions and events of default no more onerous to Designated Entities than the terms of this Agreement; provided, that no Default or Event of Default either (A) exists at the time of the issuance of such Debt and (B) will result from, and be continuing after, the incurrence of such Debt; provided further, that such Debt shall have a final maturity after August 7, 2002 and be on terms and conditions reasonably acceptable to the Administrative Agent." h. Section 5.2(e) of the Credit Agreement is amended and restated to read in its entirety as follows: 7 9 " (e) Limitation on Dividends and Other Restricted Payments. The Borrower will not and will not permit any of its Subsidiaries to pay or declare dividends (other than stock dividends) on, or repurchase, the Borrower's capital stock in excess of $10,000,000 in the aggregate for all such payments and purchases in any Fiscal Year. Borrower will not, and will not permit any Restricted Subsidiary to, make any other Restricted Payments in excess of $5,000,000 in the aggregate for all such Restricted Payments during any Fiscal Year; provided, however, that in the event that any Unrestricted Subsidiary of Borrower is redesignated to be a Restricted Subsidiary of Borrower for purposes of this Agreement, then for purposes of redetermining compliance with this Section, all Restricted Payments made to such Unrestricted Subsidiary shall be deducted from the aggregate total of all Restricted payments made during such Fiscal Year. No Restricted Payment may be made (1) if the Obligations shall exceed the Facility Amount, (2) if any Default or Event of Default shall have occurred and be continuing, or (3) if as a result thereof, any Default or Event of Default shall occur and be continuing." i. Subsection 5.2 of the Credit Agreement is amended by adding the following Section 5.2(l). " (l) "The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, assign or otherwise convey any Property (other than to the Borrower or one of its Subsidiaries) to the extent the aggregate value of non-cash consideration for all sales, transfers, assignments and other conveyances of any Property (other than to the Borrower or one of its Subsidiaries) received on and after February 1, 1999 has exceeded or would exceed $25,000,000 in the aggregate. As used herein, the term "non-cash consideration" means any consideration given by or on behalf of the purchaser of Property other than cash, any cash equivalent or any other asset to the extent that at the time in question such other asset has been converted (by collection, sale or otherwise) into cash or any cash equivalent. The value of any such non-cash consideration shall be its fair market value at the time that the contract for such sale, transfer, assignment or other conveyance is entered into, which fair market value shall be determined (i) by reference to market quotations in the case of publicly traded securities or other consideration of the type which is subject to market quotations, (ii) if clause (i) is not applicable, by the value for such consideration set forth in such contract by the parties or (iii) if neither (i) or (ii) is applicable, by a resolution of the board of directors of the Borrower. j. Section 5.3(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 8 10 " (a) Senior Leverage Ratio. Borrower's Consolidated Senior Leverage Ratio will not (i) as of last day of any Fiscal Quarter be greater than 5.75 to 1.0." k. Section 5.3(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: " (b) Total Leverage Ratio. Borrower's Consolidated Total Leverage Ratio will not as of the last day of any Fiscal Quarter be greater than 5.75 to 1.00." l. Section 5.3 of the Credit Agreement is hereby amended by inserting after Section 5.3(b) of the Credit Agreement the following Sections 5.3(c) and 5.3(d): " (c) Minimum Consolidated Tangible Net Worth. Borrower will not permit its Consolidated Tangible Net Worth as of the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 1999, to be less than (i) $600,000,000 plus (ii) an amount equal to 50% of the sum of Borrower's and its Subsidiaries' Consolidated net income for each Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 1999, during which such Consolidated net income is greater than $0 plus (iii) an amount equal to 85% of the net cash proceeds received by the Borrower and its Subsidiaries from the issuance of any common stock, preferred stock or other equity for each Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 1999. (d) Properties NPV to Total Debt Ratio. Borrower's Properties NPV to Total Debt Ratio will not as of the end of any Fiscal Quarter ending either June 30th or December 31st, commencing with the Fiscal Quarter ending December 31, 1998, be less than 1.25 to 1.00." m. The Credit Agreement is hereby amended by replacing Exhibit I to the Credit Agreement with Exhibit I to this Amendment and Restatement. n. The Credit Agreement is hereby amended by replacing Exhibit J to the Credit Agreement with Exhibit J to this Amendment and Restatement. o. The Credit Agreement is hereby amended by inserting Exhibit R to this Amendment and Restatement as Exhibit R to the Credit Agreement following Exhibit Q to the Credit Agreement. p. The Credit Agreement is hereby amended by replacing Schedule 1 to the Credit Agreement with Schedule 1 to this Amendment and Restatement. q. The Credit Agreement is hereby amended by replacing Schedule 3 to the Credit Agreement with Schedule 3 to this Amendment and Restatement. 9 11 r. The Credit Agreement is hereby amended by replacing Schedule 4 to the Credit Agreement with Schedule 4 to this Amendment and Restatement. s. Schedule 5 to the Credit Agreement is hereby amended by replacing Schedule 5 to the Credit Agreement with Schedule 5 to this Amendment and Restatement. SECTION 4. Representations and Warranties. To confirm each Lender's understanding concerning Borrower and its businesses, properties and obligations, and to induce the Managing Agents, the Collateral Agent, the Co-Agents and each Lender to enter into this Amendment and Restatement, the Borrower hereby reaffirms to the Managing Agents, the Collateral Agent, the Co-Agents and each Lender that, as of the date hereof, its representations and warranties contained in Section 4.1 of the Credit Agreement (as amended by this Amendment and Restatement) and in the other Loan Documents to which it is a party (except to the extent such representations and warranties relate solely to an earlier date) are true and correct and additionally represents and warrants as follows: A. The execution and delivery of this Amendment and Restatement and the performance by the Borrower and the Restricted Subsidiaries of their respective obligations under this Amendment and Restatement, the Credit Agreement and the other Loan Documents, as amended hereby, are within the Borrower's or such Restricted Subsidiaries' corporate or partnership powers, have been duly authorized by all necessary corporate or partnership action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the Borrower's or such Restricted Subsidiaries' charter or bylaws or partnership agreement or of any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or such Restricted Subsidiary. B. This Amendment and Restatement and the Credit Agreement as amended hereby are, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of the Borrower and each Restricted Subsidiary which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights generally and by general principles of equity. SECTION 5. Conditions to Effectiveness. The effectiveness of this Amendment and Restatement is conditioned upon receipt by the Administrative Agent of all the following documents and items, each in form and substance reasonably satisfactory to the Administrative Agent: A. this Amendment and Restatement executed by the Borrower and the Required Lenders. B. Delivery of the Initial Engineering Report. C. Payment to Administrative Agent for the account of each Lender which executes and delivers a copy of this Amendment and Restatement to the Administrative Agent on or before March 19, 1999, of a non-refundable amendment fee payable to each such Lender determined by applying the Amendment Fee Rate to such Lender's Percentage Share of the Facility Amount as of the date of this Amendment and Restatement. 10 12 D. Payment to Administrative Agent for the account of NationsBanc Montgomery Securities LLC, as sole arranger and book manager, a non-refundable advisory fee in the amount set forth in that certain Commitment/Fee Letter, dated February 4, 1999 between NationsBanc Montgomery Securities LLC and the Borrower. E. Delivery of favorable opinions of counsel for Borrower and the Restricted Subsidiaries, in form and substance acceptable to the Administrative Agent, in its sole discretion. F. Unless the Canadian Credit Facility shall have terminated, the Required Lenders (as defined in the Canadian Credit Facility) shall have consented to this Amendment, it being agreed by the parties hereto that such consent may require reductions in commitments and paydowns under the Canadian Credit Facility similar to the reductions and paydowns required by Sections 2.9(d), (e) and (f) of the Primary Credit Facility and to the extent permitted by Section 2.9(j) of the Primary Credit Facility. H. Such other documents or items that the Administrative Agent may reasonably request. SECTION 6. Reaffirmation of Credit Agreement. This Amendment and Restatement constitutes a "Loan Document" as defined in the Credit Agreement and shall be deemed to be an amendment and restatement of the Credit Agreement, and the Credit Agreement, as amended and restated hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement or the Credit Facility Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to this Amendment and Restatement. SECTION 7. Parties in Interest. All grants, covenants and agreements contained in this Amendment and Restatement shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Subsidiary may assign or transfer any of its rights or delegate any of its duties or obligations under this Amendment and Restatement or any Loan Document without the prior written consent of all Lenders. SECTION 8. Counterparts. This Amendment and Restatement may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment and Restatement. SECTION 9. GOVERNING LAW. THIS AMENDMENT AND RESTATEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AMENDMENT AND RESTATEMENT OR TO THE NOTES. 11 13 SECTION 10. Severability. If any term or provision of this Amendment and Restatement or of any Loan Document shall be determined to be illegal or unenforceable in any jurisdiction, such term or provision shall, as to such jurisdiction, be illegal or unenforceable, without affecting the remaining terms or provisions in that jurisdiction or the legality or enforceability of such terms or provisions in any other jurisdiction. SECTION 11. WAIVER OF JURY TRIAL, PUNITIVE DAMAGES. EACH OF THE BORROWER, AGENTS AND LENDERS HEREBY (I) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (II) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (III) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND RESTATEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. SECTION 12. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT AND RESTATEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE 12 14 OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED IN THE FEDERAL OR STATE COURTS OF TEXAS, EACH RESTRICTED SUBSIDIARY OF THE BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES ON THE DATE HEREOF AT 1400 WILLIAMS SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD, IRVING, TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY, SERVICE OF PROCESS IN TEXAS. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AMENDMENT AND RESTATEMENT AND THE OTHER LOAN DOCUMENTS. SECTION 13. Effectiveness. This Amendment and Restatement shall become effective as of March 19, 1999 ("Effective Date"), when counterparts hereof executed on behalf of the Borrower and the Required Lenders (or notice thereof satisfactory to the Agent) shall have been received by the Administrative Agent, and all conditions set forth in Section 4 hereof have been fulfilled. SECTION 14. Entire Agreement. THIS WRITTEN AMENDMENT AND RESTATEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 13 15 IN WITNESS WHEREOF, this Amendment and Restatement is executed as of the date first written above. BORROWER: PIONEER NATURAL RESOURCES COMPANY By: --------------------------------------------- Name: M. Garrett Smith Title: Executive Vice President and Chief Financial Officer S-1 16 LENDERS: NATIONSBANK, N.A., successor-by-merger to NationsBank of Texas, N.A., individually and as Administrative Agent and as Collateral Agent By: ---------------------------------------------- Name: Title: S-2 17 CIBC INC., individually and as Documentation Agent By: ---------------------------------------------- Name: Title: S-3 18 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, individually and as Documentation Agent By: ---------------------------------------------- Name: Title: S-4 19 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as successor-in-interest to The Chase Manhattan Bank, individually and as Syndication Agent By: ---------------------------------------------- Name: Title: S-5 20 [SIGNATURE PAGE S-6 INTENTIONALLY OMITTED] S-6 21 THE BANK OF NEW YORK, individually and as Co-Agent By: ---------------------------------------------- Name: Title: S-7 22 THE BANK OF NOVA SCOTIA, individually and as Co-Agent By: ---------------------------------------------- Name: Title: S-8 23 ROYAL BANK OF CANADA, individually and as Co-Agent By: ---------------------------------------------- Name: Title: S-9 24 UNION BANK OF CALIFORNIA, N.A., individually and as Co-Agent By: ---------------------------------------------- Name: Title: S-10 25 WELLS FARGO BANK, N.A., individually and as Co-Agent By: ---------------------------------------------- Name: Title: S-11 26 BANK ONE, TEXAS, N.A., individually By: ---------------------------------------------- Name: Title: S-12 27 DEN NORSKE BANK ASA, individually and as Lead Manager By: ---------------------------------------------- Name: Title: By: ---------------------------------------------- Name: Title: S-13 28 PARIBAS, individually and as Lead Manager By: ---------------------------------------------- Name: Title: By: ---------------------------------------------- Name: Title: S-14 29 FIRST UNION NATIONAL BANK, individually and as Lead Manager By: ---------------------------------------------- Name: Title: S-15 30 BANKERS TRUST COMPANY, as a Lender By: ---------------------------------------------- Name: Title: S-16 31 CREDIT AGRICOLE INDOSUEZ, as a Lender By: ---------------------------------------------- Name: Title: By: ---------------------------------------------- Name: Title: S-17 32 NATEXIS BANQUE, as a Lender By: ---------------------------------------------- Name: Title: By: ---------------------------------------------- Name: Title: S-18 33 TORONTO DOMINION (TEXAS), INC., as a Lender By: ---------------------------------------------- Name: Title: S-19 34 Exhibit I Organization Chart of Borrower and its Subsidiaries Exhibit I - Page 1 35 Exhibit J Form of Designated Officer's Certificate Reference is made to (i) the Primary Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999, by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (the "Primary Credit Agreement") and (ii) the 364 Day Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999, by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (the "364 Day Credit Agreement" and, together with the Primary Credit Facility, the "Credit Agreements"). Terms which are defined in the Credit Agreements and which are used but not defined herein are used herein with the meanings given them in the Credit Agreements. This Certificate is furnished pursuant to Section 5.1(b)(2) of the Credit Agreements. Together herewith the Borrower is furnishing to Managing Agents, the Co-Agents and each Lender the Borrower's [FINANCIAL STATEMENTS] (the "Financial Statements") as of (the "Reporting Date"). The Borrower hereby represents, warrants, and acknowledges to Agents and each Lender that: (a) the Designated Officer of the Borrower signing this instrument is a duly elected, qualified and acting officer of the Borrower; (b) the Financial Statements are accurate and complete and satisfy the requirements of the Credit Agreements; (c) attached as Schedule I hereto is a schedule of calculations showing compliance (or noncompliance, as the case may be) as of the Reporting Date with the requirements of Sections 5.2(e) and 5.3 of the Credit Agreements; and (d) on the Reporting Date, the Borrower was, and on the date hereof the Borrower is, in full compliance with the disclosure requirements of Section 5.1(d) of the Credit Agreements, and no Default otherwise existed on the Reporting Date or otherwise exists on the date of this Certificate [except for Default(s) under Section(s) of the Credit Agreements, which [is/are] more fully described on a schedule attached hereto]. Exhibit J - Page 1 36 The Designated Officer of the Borrower signing this instrument hereby certifies that he has reviewed the Loan Documents and the Financial Statements and has otherwise undertaken such inquiry as is in his opinion necessary to enable him to express an informed opinion with respect to the above representations, warranties and acknowledgments of the Borrower and, to the best of his knowledge, such representations, warranties, and acknowledgments are true, correct and complete. PIONEER NATURAL RESOURCES COMPANY By: ---------------------------------------------- Name: Title: Date: ---------------------------------------------- Exhibit J - Page 2 37 Schedule I ========================================================================================================== COMPLIANCE WITH COVENANTS AS OF . ($ in 000's) ------------- ========================================================================================================== A. SENIOR LEVERAGE RATIO ============ Minimum ratio allowed : 1 =========== B. TOTAL LEVERAGE RATIO ============ Minimum ratio allowed : 1 =========== C. CONSOLIDATED TANGIBLE NET WORTH ============ Minimum allowed =========== [D. PROPERTIES NPV TO TOTAL DEBT RATIO ============ Minimum ratio allowed : 1 ](1) =========== E. RESTRICTED PAYMENTS DURING PRECEDING FISCAL QUARTER ============ ========================================================================================================== COMPUTATION OF FINANCIAL REQUIREMENTS AND RATIOS AS OF ----------- ========================================================================================================== A. SENIOR LEVERAGE RATIO (Section 5.3(a)) ($ in 000's) (i) SENIOR DEBT: (a) Consolidated Total Debt: $ ----------- (b) Less Subordinated Debt: $ ------------ SENIOR DEBT: $ -----------
- ----------------------- (1) Properties NPV to Total Debt Ratio only calculated for Fiscal Quarters ending June 30th and December 31st of each Fiscal Year Exhibit J - Page 3 38 (ii) EBITDAX $ =========== SENIOR LEVERAGE RATIO ((i)(ii)) =========== Minimum ratio allowed :1 =========== B. TOTAL LEVERAGE RATIO (Section 5.3(B)) ($ in 000's) (i) CONSOLIDATED TOTAL DEBT : $ ----------- (ii) EBITDAX $ =========== TOTAL LEVERAGE RATIO ((i)(ii)) =========== Minimum ratio allowed :1 =========== C. CONSOLIDATED TANGIBLE NET WORTH (Section 5.3(c)) ($ in 000's) CONSOLIDATED TANGIBLE NET WORTH (i) Consolidated shareholder's equity of Borrower and its Subsidiaries $ ----------- (ii) Less Consolidated intangible assets of Borrower and its Subsidiaries $ ----------- (iii) Plus aggregate amount of any non-cash write downs, on a consolidated basis, by Borrower and its Subsidiaries $ ----------- (iv) Plus 50% of the sum of Borrower's and its Subsidiaries Consolidated net income for each Fiscal Quarter beginning with the fiscal quarter ending March 31, 1999 $ ----------- (iv) Plus 85% of the net cash proceeds received by the Borrower and its Subsidiaries from the issuance of any common stock, preferred stock or other equity for each Fiscal Quarter beginning with the Fiscal Quarter ending March 31, 1999. $ ----------- CONSOLIDATED TANGIBLE NET WORTH $ =========== Minimum allowed =========== [D. PROPERTIES NPV TO TOTAL DEBT RATIO =========== (i) PROPERTIES NPV $ ----------- (ii) TOTAL DEBT $ =========== PROPERTIES TO TOTAL DEBT RATIO ((i)(ii)) =========== Minimum ratio allowed :1 ](2) ===========
- ------------------- (2) Properties NPV to Total Debt Ratio only calculated for Fiscal Quarters ending June 30th and December 31st of each Fiscal Year Exhibit J - Page 4 39 Exhibit R [Form of] MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT FROM ______________________________ (Taxpayer I.D. No. _____ ) TO _________________, Trustee AND _________________ , Trustee AND ____________________________ , as Collateral Agent (Taxpayer I.D. No. _____ ) Dated as of ________________, 1999 - ------------------------------------------------------------------------------- "THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS." "THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES." "THE OIL AND GAS INTERESTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS." "THOSE PORTIONS OF THE MORTGAGED PROPERTY WHICH ARE MINERALS OR OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL AND GAS), AND THE ACCOUNTS RELATING THERETO, WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES Exhibit R - Page 1 40 DESCRIBED IN EXHIBIT A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS." "THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH IS DESCRIBED IN EXHIBIT A HERETO." "THIS INSTRUMENT IS A LINE OF CREDIT MORTGAGE." "SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS." "A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE." "THE AMOUNT INVOLVED IS $200 OR MORE." THIS INSTRUMENT WAS PREPARED BY AND WHEN RECORDED AND/OR FILED RETURN TO: Francis R. Bradley, III, Esq. Mayer, Brown & Platt 700 Louisiana, Suite 3600 Houston, TX 77002 Exhibit R - Page 2 41 MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT, dated as of _________________________, 1999, is from _______________________________, a _________________ (herein called the "Mortgagor"), to ____________________ and ____________________, of ______________, ______________, as Trustees (herein collectively called the "Trustees"), and _____________, a ___________________, having is principal place of business at ________________, _____________ _____ as collateral agent (herein, in such capacity, together with any successor(s) thereto in such capacity, called the "Collateral Agent") for the Lenders and the Noteholders. 1. For all purposes of this instrument, unless the context otherwise requires: A. "Borrower" shall mean the "Borrower" as defined in the Primary Credit Agreement (hereinafter defined) [and the 364-Day Credit Agreement (hereinafter defined)]. B. "Credit Agreement Notes" shall mean the "Notes" as defined in the Primary Credit Agreement [and the "Notes" as defined in the 364-Day Credit Agreement]. C. "Encumbrance" shall mean any irregularity in title, lien, security interest, pledge, charge, encumbrance, claim, burden or defect. D. "Hydrocarbons" shall mean oil, gas and other liquid or gaseous hydrocarbons. E. "Indenture Notes" shall mean each of the following: (i) Borrower's $150,000,000 8 7/8% Senior Notes due 2005, (ii) Borrower's $150,000,000 8 1/4% Senior Notes due 2007, (iii) Borrower's $350,000,000 6.50% Senior Notes due 2008, (iv) Borrower's $250,000,000 7.20% Senior Notes due 2028, and (v) and other publicly tradeable notes, bonds or debentures outstanding as of February 1, 1999, which notes, bonds or debentures by their terms require that they be secured equally and ratably with this instrument. F. "Indenture Trustees" means each of the trustees from time to time appointed pursuant to the terms of any indenture or similar agreement governing any of the Indenture Notes. G. "lands described in Exhibit A" shall include any lands which are either described in Exhibit A or the description of which is incorporated in Exhibit A by reference to another instrument or document, and shall also include any lands now or hereafter unitized or pooled with lands which are either described in Exhibit A or the description of which is incorporated in Exhibit A by reference. H. "Lenders" shall mean the "Lenders" as defined in the Primary Credit Agreement [and the "Lenders" as defined in the 364-Day Credit Agreement]. I. "Mortgaged Property" shall mean the properties, rights and interests hereinafter described and defined as the Mortgaged Property. Exhibit R - Page 3 42 J. "Noteholders" means any owner or holder of any of the Indenture Notes from time to time. K. "oil and gas leases" shall include oil, gas and mineral leases, subleases and assignments thereof, operating rights, and shall also include subleases and assignments of operating rights. L. "Operating Equipment" shall mean all surface or subsurface machinery, goods, equipment, fixtures, inventory, facilities, supplies or other property of whatsoever kind or nature (excluding drilling rigs, trucks, automotive equipment or other property taken to the premises to drill a well or for other similar temporary uses) now or hereafter located on or under any of the lands described in Exhibit A which are useful for the production, gathering, treatment, processing, storage or transportation of Hydrocarbons (together with all accessions, additions and attachments to any thereof), including, but not by way of limitation, all oil wells, gas wells, water wells, injection wells, casing, tubing, tubular goods, rods, pumping units and engines, christmas trees, platforms, derricks, separators, compressors, gun barrels, flow lines, tanks, gas systems (for gathering, treating and compression), pipelines (including gathering lines, laterals and trunklines), chemicals, solutions, water systems (for treating, disposal and injection), power plants, poles, lines, transformers, starters and controllers, machine shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading docks, loading racks and shipping facilities. M. "Permitted Encumbrances" shall mean any or all of the following: (i) Lessors' royalties, overriding royalties, production payments, net profits interests and similar burdens on production from the Mortgaged Property; (ii) Encumbrances that arise under operating agreements to secure payment of amounts which are not delinquent and are of a type and nature customary in the oil and gas industry; (iii) Encumbrances that arise as a result of pooling and unitization agreements, declarations, orders or laws to secure payment of amounts which are not delinquent; (iv) Encumbrances securing payments to mechanics and materialmen and Encumbrances securing payment of taxes, assessments or other governmental charges or levies that, in either case, are not delinquent or, if delinquent, are being contested in good faith in the normal course of business; (v) consents to assignment by governmental authorities (a) that are obtained on or prior to the date hereof or (b) that are customarily obtained after the consummation of the transactions of the nature contemplated by this instrument; (vi) farmouts, after payment interest and conventional rights of reassignment, of a type and nature customary in the oil and gas industry, obligating the Mortgagor to assign or reassign its interest in any portion of the Mortgaged Property to a third party, including Exhibit R - Page 4 43 in the event it intends to release or abandon such interest prior to the expiration of the primary term or other termination of such interest; (vii) easements, rights-of-way, servitudes, permits, surface leases, surface use restrictions and other surface uses and impediments on, over or in respect of any of the Mortgaged Property that are not such as to interfere materially with the operation, value or use of any of the Mortgaged Property; (viii) calls on or preferential rights to purchase production, of a type and nature and at a pricing structure customary in the oil and gas industry, held by parties other than the Mortgagor and its Subsidiaries; (ix) covenants, conditions and other terms of the oil and gas leases and contracts, such covenants, conditions and terms of a type and nature customary in the oil and gas business, included in the Mortgaged Property; (x) such Encumbrances as the Trustees have expressly waived in writing; (xi) rights reserved to or vested in any municipality or governmental, tribal, statutory or public authority to control or regulate any of the Mortgaged Property in any manner, and all applicable laws, rules and orders of any municipality or governmental or tribal authority; (xii) such Encumbrances which are validly existing and binding upon the Mortgagor's interest in the particular Mortgaged Properties as of the date of this Mortgage; (xiii) Encumbrances permitted pursuant to Section 5.2(b) of [either of] the Credit Agreement[s]; (xiv) judgment liens (A) in existence less than 15 days after the entry thereof or (B) which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance; (xv) contractual obligations terminable upon no more than 90 days' prior notice to the counterparty thereunder providing for the sale of Hydrocarbons produced from the Mortgaged Properties; (xvi) Encumbrances created under this instrument; and (xvii) all other Encumbrances affecting any portion of the Mortgaged Property that individually or in the aggregate are not such as to interfere materially with the operation, value or use of any of the Mortgaged Property. N. "Production Sale Contracts" shall mean contracts now in effect, or hereafter entered into by the Mortgagor, or entered into by the Mortgagor's predecessors in interest, for the sale, Exhibit R - Page 5 44 purchase, exchange, gathering, transportation, treating or processing of Hydrocarbons produced from the lands described in Exhibit A attached hereto and made a part hereof. O. "Secured Indebtedness" shall have the meaning set forth in Section 1.2 hereof. NOW, THEREFORE, the Mortgagor, for and in consideration of the premises and of the debts and trusts hereinafter mentioned, has granted, bargained, sold, warranted, mortgaged, assigned, transferred and conveyed, and by these presents does grant, bargain, sell, warrant, mortgage, assign, transfer and convey unto the Trustees, in trust, with power of sale, for use and benefit of the Collateral Agent for the equal and ratable benefit of the holders of the Secured Indebtedness, all the Mortgagor's right, title and interest, whether now owned or hereafter acquired, in and to all of the hereinafter described properties, rights and interests; and, insofar as such properties, rights and interests consist of equipment, general intangibles, accounts, contract rights, inventory, fixtures, proceeds of collateral or any other personal property of a kind or character defined in or subject to the applicable provisions of the Uniform Commercial Code (as in effect in the appropriate jurisdiction with respect to each of said properties, rights and interests), the Mortgagor hereby grants to said Trustees, for the use and benefit of the Collateral Agent for the equal and ratable benefit of the holders of the Secured Indebtedness, a security interest therein; namely: (a) the lands described in Exhibit A, and the oil and gas leases, the fee, mineral, overriding royalty, royalty and other interests which are specifically described in Exhibit A, (b) the presently existing and (subject to the terms of Section 2.6 hereof) hereafter arising unitization, unit operating, communitization and pooling agreements and the properties covered and the units created thereby (including, without limitation, all units formed under orders, regulations, rules, approvals, decisions or other official acts of any federal, state or other governmental agency having jurisdiction) which are specifically described in Exhibit A or which relate to any of the properties and interests specifically described in Exhibit A, (c) the Hydrocarbons which are in, under, upon, produced or to be produced from the lands described in Exhibit A, (d) the Production Sale Contracts, and (e) the Operating Equipment, together with any and all corrections or amendments to, or renewals, extensions or ratifications of, or replacements or substitutions for, any of the same, or any instrument relating thereto, and all accounts, contracts, contract rights, options, nominee agreements, operating agreements, processing agreements, farmin agreements, farmout agreements, joint venture agreements, exploration agreements, bottomhole agreements, dryhole agreements, support agreements, acreage contribution agreements, insurance policies, title opinions, title abstracts, title materials and information, files, records, writings, data bases, information, systems, logs, well cores, fluid samples, production data and reports, well testing data and reports, maps, seismic and geophysical, geological and chemical data and information, interpretative and analytical reports of any kind or nature, including, without limitation, reserve studies and reserve evaluations, (to the extent Exhibit R - Page 6 45 the assignment or release of such agreements, opinions, data, information systems, logs, cores, samples, and reports is not restricted by any contract or agreement which is of a type and nature customary in the oil and gas industry) rights-of-way, franchises, easements, servitudes, surface leases, permits, licenses, tenements, hereditaments, appurtenances, general intangibles, rents, issues, profits, products and proceeds, whether now or hereafter existing or arising, used or useful in connection with, covering, relating to, or arising from or in connection with, any of the aforesaid in this granting clause referenced, and all other things of value and incident thereto (including, without limitation, any and all liens, lien rights, security interests and other rights and interests) which the Mortgagor might at any time have or be entitled to, all the aforesaid properties, rights and interests, together with any additions thereto which may be subjected to the lien and security interest of this instrument by means of supplements hereto, being hereinafter called the "Mortgaged Property." Subject, however, to (i) the restrictions, exceptions, reservations, conditions, limitations, interests and other matters, if any, set forth or referred to in the specific descriptions of such properties and interests in Exhibit A (including all presently existing royalties, overriding royalties, payments out of production and other burdens which are referred to in Exhibit A and which are taken into consideration in computing any percentage, decimal or fractional interest as set forth in Exhibit A), any Permitted Encumbrances, (ii) the assignment of production contained in Article III hereof, but only insofar and so long as said assignment of production is not inoperative under the provisions of Section 3.1 hereof, and (iii) the condition that none of the Trustees, the Collateral Agent, the Agents, the Lenders, the Noteholders or any part thereof shall be liable in any respect for the performance of any covenant or obligation of the Mortgagor in respect of the Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustees forever to secure the payment of the Secured Indebtedness and to secure the performance of the obligations of the Mortgagor herein contained. The Mortgagor, in consideration of the premises, hereby covenants and agrees with the Trustees and the Collateral Agent as follows: ARTICLE I Indebtedness Secured 1.1 Items of Indebtedness Secured. The following items of indebtedness are secured hereby: (a) that certain Second Amended and Restated Credit Facility Agreement - [Primary Facility], dated as of March 19, 1999, by and among Pioneer Natural Resources Company (the "Borrower"), NationsBank, N.A., as Administrative Agent (the "Administrative Agent"), CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (herein, as the same may be amended, supplemented, restated or otherwise modified, the "Primary Credit Agreement"), which includes, without limitation, the Notes (as defined in the Primary Credit Agreement), Obligations (as defined in the Primary Credit Exhibit R - Page 7 46 Agreement) and liabilities of the Borrower under and in connection with the Primary Credit Agreement; (b) [that certain Second Amended and Restated Credit Facility Agreement - [364- Day Facility], dated as of March 19, 1999, by and among Borrower, the Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New York, as Documentation Agent, Chase Bank of Texas, National Association, as successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto (herein, as the same may be amended, supplemented, restated or otherwise modified, the "364-Day Credit Agreement", and together with the Primary Credit Agreement, the "Credit Agreements"), which includes, without limitation, the Notes (as defined in the 364-Day Credit Agreement), Obligations (as defined in the 364-Day Credit Agreement) and liabilities of the Borrower under and in connection with the 364-Day Credit Agreement; (c)] The Indenture Notes; (d) Any promissory note taken in extension or renewal of or in replacement or substitution for any of the Credit Agreement Notes or the Indenture Notes; and (e) Any sums advanced or expenses or costs incurred by the Trustees or the Collateral Agent which are made or incurred pursuant to, or permitted by, the terms hereof, plus interest thereon at the rate herein specified or otherwise agreed upon, from the date of the advances or the incurring of such expenses or costs until reimbursed. 1.2 Secured Indebtedness Defined. All the above items of indebtedness are hereinafter collectively referred to as the "Secured Indebtedness." ARTICLE II Particular Covenants and Warranties of the Mortgagor 2.1 Payment of the Secured Indebtedness. The Mortgagor will duly and punctually pay the Secured Indebtedness, including each and every obligation owing on account of the Credit Agreement Notes and the Indenture Notes. 2.2 Warranties. The Mortgagor warrants and represents to the Trustees and the Collateral Agent that (a) the oil and gas leases described in Exhibit A hereto are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the properties to which they pertain, (b) all producing wells located on the lands described in Exhibit A have been drilled, operated and produced in substantial compliance with all applicable laws, rules and regulations of all authorities having jurisdiction and such wells are in fact bottomed under and are producing from the lands described in Exhibit A or from units in which such lands are unitized or pooled, (c) the Mortgagor has valid and indefeasible title to each property right or interest constituting the Mortgaged Property and has a good and legal right to grant and convey the same to the Trustees, and (d) the Mortgaged Property is free from all encumbrances or liens whatsoever, except for Permitted Encumbrances or as permitted by the provisions of Section 2.5(f) hereof. Exhibit R - Page 8 47 The Mortgagor will warrant and forever defend the Mortgaged Property unto the Trustees against every person whomsoever lawfully claiming the same or any part thereof, and the Mortgagor will maintain and preserve the lien and security interest hereby created so long as any of the Secured Indebtedness remains unpaid. 2.3 Further Assurances. The Mortgagor will execute and deliver such other and further instruments and will do such other and further acts as in the opinion of the Trustees or the Collateral Agent may be necessary or desirable to carry out more effectually the purposes of this instrument, including, without limiting the generality of the foregoing, (a) proceeding with reasonable diligence to promptly correct any Encumbrance which may hereafter be discovered in the title to the Mortgaged Property other than Permitted Encumbrances, (b) prompt correction of any defect in the execution and acknowledgment of this instrument, and (c) prompt execution and delivery of all notices to parties producing, purchasing or receiving proceeds of production from the Mortgaged Property, and all division orders or transfer orders, any of which, in the opinion of the Trustees or the Collateral Agent, is needed to transfer effectually or to assist in transferring effectually to the Collateral Agent the assigned proceeds of production from the Mortgaged Property. 2.4 Taxes. Subject to the Mortgagor's right to contest the same, the Mortgagor will promptly pay all taxes, assessments and governmental charges legally imposed upon this instrument or upon the Mortgaged Property, or upon the interest of the Trustees or the Collateral Agent, or upon the income and profits thereof. 2.5 Recording, etc. The Mortgagor will promptly, and at the Mortgagor's expense, record, register, deposit and file this and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the lien and security interest hereof as a first lien on and prior perfected security interest in real or personal property, as the case may be, subject to the Permitted Encumbrances, and the rights and remedies of the Trustees and of the Collateral Agent, and otherwise will do and observe all things or matters necessary or expedient to be done or observed by reason of any law or regulation of any State or of the United States of America or of any other competent authority, for the purpose of effectively creating, maintaining and preserving the lien and security interest hereof on and in the Mortgaged Property, subject to the Permitted Encumbrances. 2.6 Pooling and Unitization of Mortgaged Property. Mortgagor shall have the right, and is hereby authorized, without notice or consent to pool or unitize all or any part of any tract of land described in Exhibit A, insofar as related to the Mortgaged Property, with adjacent lands, leaseholds and other interests, or enter into joint exploration or development agreements, when, in the reasonable judgment of the Mortgagor, it is necessary or advisable to do so in order to form a drilling unit to facilitate the orderly development of that part of the Mortgaged Property affected thereby, or to comply with the requirements of any law or governmental order or regulation relating to the spacing of wells or proration of the production therefrom. Any unit so formed may relate to one or more zones or horizons, and a unit formed for a particular zone or horizon need not conform in area to any other unit relating to a different zone or horizon, and a unit formed for the production of oil need not conform in area with any unit formed for the production of gas. Upon written request of the Trustees or the Collateral Agent, Mortgagor shall make available to the Trustee and the Collateral Agent copies of all such existing pooling agreements, declarations of pooling or other instruments creating such units. The interest in any such unit attributable Exhibit R - Page 9 48 to the Mortgaged Property (or any part thereof) included therein shall become a part of the Mortgaged Property and shall be subject to the lien hereof in the same manner and with the same effect as though such unit and the interest of the Mortgagor therein were specifically described in Exhibit A. 2.7 Right of Entry. The Mortgagor will permit the Trustees and the Collateral Agent, or the agents of any of them, to enter upon the Mortgaged Property, and all parts thereof, for the purpose of investigating and inspecting the condition and operation thereof. ARTICLE III Assignment of Production 3.1 Assignment. As further security for the payment of the Secured Indebtedness, the Mortgagor hereby transfers, assigns, warrants and conveys to the Collateral Agent for the equal and ratable benefit of the holders of Secured Indebtedness, effective as of the date hereof, at 7:00 A.M., local time, all Hydrocarbons which are thereafter produced from and which accrue to the Mortgaged Property, and all proceeds therefrom. All parties producing, purchasing or receiving any such Hydrocarbons, or having such, or proceeds therefrom, in their possession for which they or others are accountable to the Collateral Agent by virtue of the provisions of this Article, are authorized and directed to treat and regard the Collateral Agent as the assignee and transferee of the Mortgagor and entitled in the Mortgagor's place and stead to receive such Hydrocarbons and all proceeds therefrom; and said parties and each of them shall be fully protected in so treating and regarding the Collateral Agent and shall be under no obligation to see to the application by the Collateral Agent of any such proceeds or payments received by it. Notwithstanding the other provisions of this Article including the foregoing provisions of this Section 3.1, the Collateral Agent or any receiver appointed in judicial proceedings for the enforcement of this instrument shall have the right to receive all of the Hydrocarbons herein assigned and the proceeds therefrom only after any event of default as described in the provisions of Section 4.1 hereof shall have occurred and be continuing. Upon any sale of the Mortgaged Property or any part thereof pursuant to Article V, the Hydrocarbons thereafter produced from the property so sold, and the proceeds therefrom, shall be included in such sale and shall pass to the purchaser free and clear of the assignment contained in this Article. 3.2 Application of Proceeds. All payments received by the Collateral Agent pursuant to Section 3.1 hereof shall be placed in a cash collateral account at the principal office of the Collateral Agent and on the first Business Day (as defined in the Credit Agreements) of each calendar month applied as follows: First: To the payment and satisfaction of all costs and expenses incurred in connection with the collection of such proceeds, and to the payment of all items of the Secured Indebtedness not evidenced by any Credit Agreement Note or any Indenture Note. Second: To the payment of those items of the Secured Indebtedness then due and owing, pro rata according to each Secured Indebtedness holder's percentage of such items outstanding at the time of such payment. Third: The balance, if any, shall be released to the Mortgagor. Exhibit R - Page 10 49 3.3 No Liability of the Collateral Agent in Collecting. The Collateral Agent is hereby absolved from all liability for failure to enforce collection of any proceeds so assigned (and no such failure shall be deemed to be a waiver of any right of the Collateral Agent or the Trustees) and from all other responsibility in connection therewith, except the responsibility to account to the Mortgagor for funds actually received. 3.4 Assignment Not a Restriction on the Collateral Agent's Rights. Nothing herein contained shall detract from or limit the absolute obligation of the Mortgagor to make payment of the Secured Indebtedness regardless of whether the proceeds assigned by this Article are sufficient to pay the same, and the rights under this Article shall be in addition to all other security now or hereafter existing to secure the payment of the Secured Indebtedness. 3.5 Indemnity. The Mortgagor agrees to indemnify the Trustees and the Collateral Agent against all claims, actions, liabilities, judgments, costs, attorneys' fees or other charges of whatsoever kind or nature (all hereinafter in this Section 3.6 called "claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Secured Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons, and the Trustees and the Collateral Agent shall have the right to defend against any such claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such claims. The Mortgagor will indemnify and pay to the Trustees or the Collateral Agent, as the case may be, any and all such amounts as may be paid in respect thereof or as may be successfully adjudged against the Trustees or the Collateral Agent or any of them. The obligations of the Mortgagor as hereinabove set forth in this Section 3.5 shall survive the release, termination, foreclosure or assignment of this instrument or any sale hereunder. ARTICLE IV Events of Default 4.1 Events of Default Hereunder. Default in the payment of principal of any Secured Indebtedness when due or default (and such default shall continue unremedied for five (5) days or such longer period during which the holders thereof, or any Indenture Trustee for the holders thereof, do not have the power to cause such Secured Indebtedness to become immediately payable in full) in the payment of interest on any Secured Indebtedness when due, so long as such default shall not have been remedied shall be an "event of default" hereunder. ARTICLE V Enforcement of the Security 5.1 Power of Sale of Real Property Constituting a Part of the Mortgaged Property. Upon the occurrence of an event of default and if such event shall be continuing, the Trustees shall have the right and power to sell, to the extent permitted by law, at one or more sales, as an entirety or in parcels, as they may elect, the real property constituting a part of the Mortgaged Property, at such place or places and otherwise in such manner and upon such notice as may be required by law, or, in the absence of any such requirement, as the Trustees may deem appropriate, and to make conveyance to the purchaser or purchasers; and the Mortgagor shall warrant title to such real property, subject to Permitted Encumbrances, to such purchaser or purchasers. Any public sale may be adjourned without the necessity of announcement Exhibit R - Page 11 50 at the time and place of such sale and without public notice except as may be required by law. The Trustee may sell, transfer and convey any part of the Mortgaged Property on such terms of credit or part cash and part credit, secured by contract or agreement for sale or mortgage, or otherwise as shall appear to the Trustee to be most advantageous and for such price or prices as can reasonably be obtained therefor, and in the event of a sale on credit or for part cash or part credit, whether by way of contract for sale or by conveyance or transfer and mortgage, neither the Trustee, nor Collateral Agent or holders of Secured Indebtedness are to be accountable for or charged with any monies until the same shall actually be received in cash. The right of sale hereunder shall not be exhausted by one or any sale, and the Trustees may make other and successive sales until all of the trust estate be legally sold. If the proceeds of such sale or sales of less than the whole of the Mortgaged Property shall be less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, this Mortgage and the lien and charge hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that the Mortgagor shall never have any right to require the sale of less than the whole of the Mortgaged Property but the Collateral Agent shall have the right, at its election, to request the Trustee to sell less than the whole of the Mortgaged Property. With respect to that portion, if any, of the Mortgaged Property situated in the State of Wyoming, this instrument may be foreclosed by advertisement and sale as provided by applicable Wyoming statutes. With respect to that portion, if any, of the Mortgaged Property situated in the State of Oklahoma, the Collateral Agent shall have the right and power at its option to declare the Secured Indebtedness hereby secured due and payable and to sell, or direct the Trustees to sell, the "real estate," as such term is defined under the provisions of 46 O.S. Supp. 1986, ss.42, constituting a part of the Mortgaged Property, all under the terms of 46 O.S. Supp. 1986, ss.40 et seq., and shall, to the extent permitted by law, have the other rights conferred on the Trustees under the provisions of this instrument. 5.2 Rights of the Trustees with Respect to Personal Property Constituting a Part of the Mortgaged Property. Upon the occurrence of an event of default and if such event shall be continuing, the Trustees will have all rights and remedies granted by law, and particularly by the Uniform Commercial Code, including, but not limited to, the right to take possession of all personal property constituting a part of the Mortgaged Property, and for this purpose the Trustees may enter upon any premises on which any or all of such personal property is situated and take possession of and operate such personal property (or any portion thereof) or remove it therefrom. The Trustees may require the Mortgagor to assemble such personal property and make it available to the Trustees at a place to be designated by the Trustees which is reasonably convenient to all parties. Unless such personal property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Trustees will give the Mortgagor reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of such personal property is to be made. This requirement of sending reasonable notice will be met if the notice is mailed by first-class mail, postage prepaid, to the Mortgagor at the address shown below the signatures at the end of this instrument at least five (5) days before the time of the sale or disposition. 5.3 Rights of the Trustees with Respect to Fixtures Constituting a Part of the Mortgaged Property. Upon the occurrence of an event of default and if such event shall be continuing, the Trustees may elect to treat the fixtures constituting a part of the Mortgaged Property as either real property collateral or personal property collateral and then proceed to exercise such rights as apply to such type of collateral. Exhibit R - Page 12 51 5.4 Judicial Proceedings. Upon occurrence of an event of default and if such event shall be continuing, the Trustees, in lieu of or in addition to exercising any power of sale hereinabove given, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Mortgaged Property, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property, or for the enforcement of any other appropriate legal or equitable remedy. 5.5 Possession of the Mortgaged Property. It shall not be necessary for the Trustees to have physically present or constructively in their possession at any sale held by the Trustees or by any court, receiver or public officer any or all of the Mortgaged Property; and the Mortgagor shall deliver to the purchasers at such sale on the date of sale the Mortgaged Property purchased by such purchasers at such sale, and if it should be impossible or impracticable for any of such purchasers to take actual delivery of the Mortgaged Property, then the title and right of possession to the Mortgaged Property shall pass to such purchaser at such sale as completely as if the same had been actually present and delivered. 5.6 Certain Aspects of a Sale. Each Lender or Noteholder shall have the right to become the purchaser at any sale held by the Trustees or by any court, receiver or public officer, and such Lender shall have the right to credit upon the amount of the bid made therefor the amount payable out of the net proceeds of such sale to it. Recitals contained in any conveyance made to any purchaser at any sale made hereunder shall conclusively establish the truth and accuracy of the matters therein stated, including, without limiting the generality of the foregoing, nonpayment of the unpaid principal sum of, and the interest accrued on, the Secured Indebtedness after the same have become due and payable, advertisement and conduct of such sale in the manner provided herein or appointment of any successor Trustee hereunder. 5.7 Receipt to Purchaser. Upon any sale, whether made under the power of sale herein granted and conferred or by virtue of judicial proceedings, the receipt of the Trustees, or of the officer making sale under judicial proceedings, shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such purchaser or purchasers, or his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustees or of such officer therefor, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or nonapplication thereof. 5.8 Effect of Sale. Any sale or sales of the Mortgaged Property, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in equity, of the Mortgagor of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against the Mortgagor, and the Mortgagor's successors or assigns, and against any and all persons claiming or who shall thereafter claim all or any of the property sold from, through or under the Mortgagor or the Mortgagor's successors or assigns. Nevertheless, the Mortgagor, if requested by the Trustees so to do, shall join in the execution and delivery of all proper conveyances, assignments and transfers of the properties so sold. Exhibit R - Page 13 52 5.9 Application of Proceeds. The proceeds of any sale of the Mortgaged Property, or any part thereof, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall be applied as follows: First: To the payment and satisfaction of all reasonable costs and expenses incurred by the Trustees in the performance of their duties including, without limiting the generality of the foregoing, costs and expenses of any entry, or taking of possession, of any sale, or advertisement thereof, and of conveyances, and as well, court costs, compensation of agents and employees and reasonable legal fees. Second: To a payment to the Collateral Agent, equal in amount to the Secured Indebtedness outstanding at the time of the payment. Third: Any surplus thereafter remaining shall be paid to the Mortgagor or the Mortgagor's successors or assigns, as their interests shall appear. All payments to the Collateral Agent shall be paid into such account as the Collateral Agent shall specify from time to time by notice to the Trustees, in same day or immediately available funds. The Collateral Agent shall promptly remit in same day funds to each holder of Secured Indebtedness its pro rata share, based on the amount of outstanding Secured Indebtedness owed to it, of such payments received by the Collateral Agent. 5.10 The Mortgagor's Waiver of Appraisement, Marshalling and Other Rights. The Mortgagor agrees, to the full extent that the Mortgagor may lawfully so agree, that the Mortgagor will not at any time insist upon or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this instrument or the absolute sale of the Mortgaged Property or the possession thereof by any purchaser at any sale made pursuant to any provision hereof, or pursuant to the decree of any court of competent jurisdiction; but the Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, so far as the Mortgagor or those claiming through or under the Mortgagor now or hereafter lawfully may, hereby waives the benefit of all such laws; provided, however, that appraisement of any of the Mortgaged Property located in the State of Oklahoma is hereby expressly waived or not, at the option of the Trustees, such option to be exercised prior to or at the time the judgment is rendered in any foreclosure hereof. The Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, waives, to the extent that the Mortgagor may lawfully do so, any and all right to have the Mortgaged Property marshalled upon any foreclosure of the lien hereof, or sold in inverse order of alienation, and agrees that the Trustees or any court having jurisdiction to foreclose such lien may sell the Mortgaged Property as an entirety. The Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, further waives, to the full extent that the Mortgagor may lawfully do so, any requirement for posting a receiver's bond or replevin bond or other similar type of bond if the Trustees commence an action for appointment of a receiver or an action for replevin to recover possession of any of the Mortgaged Property. If any law in this paragraph referred to and now in force, of which the Mortgagor or the Mortgagor's successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to constitute any part of the contract herein contained or to preclude the operation or application of the provisions of this Exhibit R - Page 14 53 paragraph. Pursuant to Section 39-5-19, New Mexico Statutes, Annotated, 1978 Comp., as amended, the Mortgagor agrees that as to the Mortgaged Property situated in the State of New Mexico, the redemption period shall be shortened to one (1) month. The Mortgagor hereby waives all rights of appraisement, sale, homestead or redemption allowed under any law or laws of the State of Arkansas, and especially redemption under the Act of the General Assembly of the State of Arkansas approved May 8, 1899, and acts amendatory thereto. 5.11 Costs and Expenses. All reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustees and the Collateral Agent in protecting and enforcing their rights hereunder, shall constitute a demand obligation owing by the Mortgagor to the party incurring such costs and expenses and shall draw interest at an annual rate equal to the "Prime Rate" (the "Prime Rate") as published in the Wall Street Journal from time to time (or if for a day when such rate is note so published, at the rate for the next preceding day when so published) from time to time plus two percent (2%) until paid, all of which shall constitute a portion of the Secured Indebtedness. 5.12 Sale of the Mortgaged Property in Mississippi. After the occurrence of an event of default, the Trustees, their successors or substitutes, are authorized and empowered, and it shall be their special duty at the request of the Collateral Agent (which request is hereby presumed), to enforce this trust and to sell the Mortgaged Property located in the State of Mississippi, as an entirety or in parcels, as the Trustees acting may designate, to satisfy the Secured Indebtedness then unpaid, after having published notice of the day, time, place and terms of sale in some newspaper published in the county or counties, as the case may be, in which the Mortgaged Property in the State of Mississippi is situated for three (3) consecutive weeks preceding date of sale, and by posting one notice of such sale at the Court House of each county in which the Mortgaged Property is situated for said period of time. In the event the Mortgaged Property is located in more than one county or in two judicial districts of the same county in the State of Mississippi, the Trustees or their substitutes or successors in trust shall have the power, in case they are directed to foreclose under this instrument, to select the county or judicial district in which the sale shall be made and their selection shall be binding on the Mortgagor and the holders of Secured Indebtedness and all persons claiming through or under them, whether by contract or law. The Trustees or their substitutes or any successors in said Trust shall have full power to fix the day, time, place and terms of sale and may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustees, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustees, their substitutes or successors. The Mortgagor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972, Recompiled, and Laws amendatory thereto, if any, as far as said section restricts the right of the Trustees to offer at sale more than 160 acres at one time, and the Trustees, their substitutes or successors may, in their discretion, offer the Mortgaged Property as a whole or in such part or parts as they may deem desirable, regardless of the manner in which it may be described. Any sale made by the Trustees hereunder may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. 5.13 Sale of the Mortgaged Property in Texas. If any Credit Agreement Note or any Indenture Note is not paid when due, whether by acceleration or otherwise, the Trustees are hereby authorized and empowered to sell any part of the Mortgaged Property located in the State of Texas at public sale to the highest bidder for cash in the area at the county courthouse of the county in Texas in which the Texas portion of the Mortgaged Property or any part thereof is situated, as herein described, designated by such Exhibit R - Page 15 54 county's commissioner's court for such proceedings, or if no area is so designated, at the door of the county courthouse of said county, at a time between the hours of 10:00 A.M. and 4:00 P.M. which is no later than three (3) hours after the time stated in the notice described immediately below as the earliest time at which such sale would occur on the first Tuesday of any month, after advertising the earliest time at which said sale would occur, the place, and terms of said sale, and the portion of the Mortgaged Property to be sold, by (a) posting (or by having some person or persons acting for the Trustees post) for at least twenty-one (21) days preceding the date of the sale, written or printed notice of the proposed sale at the courthouse door of said county in which the sale is to be made; and if such portion of the Mortgaged Property lies in more than one county, one such notice of sale shall be posted at the court house door of each county in which such part of the Mortgaged Property is situated and such part of the Mortgaged Property may be sold in the area at the county courthouse of any one of such counties designated by such county's commissioner's court for such proceedings, or if no area is designated, at the courthouse door of such county, and the notice so posted shall designate in which county such property shall be sold, and (b) filing in the office of the county clerk of each county in which any part of the Texas portion of the Mortgaged Property which is to be sold at such sale is situated a copy of the notice posted in accordance with the preceding clause (a). In addition to such posting and filing of notice, the Collateral Agent, acting on behalf of the holders of the Secured Indebtedness shall, at least twenty-one (21) days preceding the date of sale, serve or cause to be served written notice of the proposed sale by certified mail on the Mortgagor and on each other debtor, if any, obligated to pay the Secured Indebtedness according to the records of the Collateral Agent, the Lenders, the Noteholders or other holders of the Secured Indebtedness. Service of such notice shall be completed upon deposit of the notice, enclosed in a postpaid wrapper properly addressed to the Mortgagor and such other debtors at their most recent address or addresses as shown by the records of the Collateral Agent in a post office or official depository under the care and custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such a service was completed shall be prima facie evidence of the fact of service. The Mortgagor agrees that no notice of any sale, other than as set out in this paragraph, need be given by the Trustees, the Collateral Agent or any other person. The Mortgagor hereby designates as its address for the purpose of such notice the address set out on the signature page hereof; and agrees that such address shall be changed only by depositing notice of such change enclosed in a postpaid wrapper in a post office or official depository under the care and custody of the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the Collateral Agent at the address for the Collateral Agent set out herein (or to such other address as the Collateral Agent may have designated by notice given as above provided to the Mortgagor and such other debtors). Any such notice of change of address of the Mortgagor or other debtors or of the Collateral Agent shall be effective three (3) Business Days after such deposit if such post office or official depository is located in the State of Texas, otherwise to be effective upon receipt. The Mortgagor authorizes and empowers the Trustees to sell the Texas portion of the Mortgaged Property in lots or parcels or in its entirety as the Trustees shall deem expedient; and to execute and deliver to the purchaser or purchasers thereof good and sufficient deeds of conveyance thereto by fee simple title, with evidence of general warranty by the Mortgagor, and the title of such purchaser or purchasers when so made by the Trustees, the Mortgagor binds itself to warrant and forever defend. Where portions of the Mortgaged Property lie in different counties, sales in such counties may be conducted in any order that the Trustees may deem expedient; and one or more such sales may be conducted in the same month, or in successive or different months as the Trustees may deem expedient. Notwithstanding anything to the contrary contained herein, the Trustees may postpone the sale provided for in this Section 5.13 at any time without the necessity of a public announcement. The provisions hereof Exhibit R - Page 16 55 with respect to the posting and giving of notices of sale are intended to comply with the provisions of Section 51.002 of the Property Code of the State of Texas, as in force and effect on January 1, 1992, and in the event the requirements, or any notice, under such Section 51.002 of the Property Code of the State of Texas shall be eliminated or the prescribed manner of giving such notices modified by future amendment to, or adoption of any statute superseding, Section 51.002 of the Property Code of the State of Texas, the requirement for such particular notices shall be deemed stricken from or modified in this instrument in conformity with such amendment or superseding statute, effective as of the effective date thereof. 5.14 Operation of the Mortgaged Property by the Trustees. Upon the occurrence of an event of default and so long as such event of default is continuing and in addition to all other rights herein conferred on the Trustees, the Trustees (or any person, firm or corporation designated by the Trustees) shall have the right and power, but shall not be obligated, to enter upon and take possession of any of the Mortgaged Property, and to exclude the Mortgagor, and the Mortgagor's agents or servants, wholly therefrom, and to hold, use, administer, manage and operate the same to the extent that the Mortgagor shall be at the time entitled and in its place and stead. The Trustees, or any person, firm or corporation designated by the Trustees, may operate the same without any liability to the Mortgagor in connection with such operations, except to use ordinary care in the operation of such properties, and the Trustees or any person, firm or corporation designated by the Trustees, shall have the right to collect, receive and receipt for all Hydrocarbons produced and sold from said properties, to make repairs, purchase machinery and equipment, conduct work-over operations, drill additional wells and to exercise every power, right and privilege of the Mortgagor with respect to the Mortgaged Property. When and if the expenses of such operation and development (including costs of unsuccessful work-over operations or additional wells) have been paid and the Secured Indebtedness paid, said properties shall, if there has been no sale or foreclosure, be returned to the Mortgagor. ARTICLE VI Miscellaneous Provisions 6.1 Successor Trustees. Any Trustee may resign in writing addressed to the Collateral Agent or may be removed at any time with or without cause by an instrument in writing duly executed by the Collateral Agent. In case of the death, resignation or removal of a Trustee, one or more successor Trustees may be appointed by the Collateral Agent by instrument of substitution complying with any applicable requirements of law, and in the absence of any such requirement without formality other than appointment and designation in writing. Such appointment and designation shall be full evidence of the right and authority to make the same and of all facts therein recited, and upon the making of any such appointment and designation this conveyance shall vest in the named successor Trustee or Trustees all the estate and title of the prior Trustee in all of the Mortgaged Property, and he or they shall thereupon succeed to all the rights, powers, privileges, immunities and duties hereby conferred upon the prior Trustee. All references herein to the Trustees shall be deemed to refer to the Trustees from time to time acting hereunder. 6.2 Actions or Advances by the Collateral Agent or the Trustees. Each and every covenant herein contained shall be performed and kept by the Mortgagor solely at the Mortgagor's expense. If the Mortgagor shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this instrument, the Collateral Agent, the Trustees or any receiver appointed hereunder, may, but shall not be Exhibit R - Page 17 56 obligated to, take action and/or make advances to perform the same in the Mortgagor's behalf, and the Mortgagor hereby agrees to repay the expense of such action and such advances upon demand plus interest at an annual rate equal to the Prime Rate plus two percent (2%) until paid or, in the event any promissory note evidences such indebtedness, upon the terms and conditions thereof. No such advance or action by the Collateral Agent, the Trustees or any receiver appointed hereunder shall be deemed to relieve the Mortgagor from any default hereunder. 6.2 Defense of Claims. The Mortgagor will notify the Trustees, in writing, promptly of the commencement of any legal proceedings affecting the lien or security interest hereof or the Mortgaged Property, or any part thereof, and will take such action, employing attorneys agreeable to the Trustees and the Collateral Agent, as may be necessary or appropriate to preserve the Mortgagor's, the Trustees' and the Collateral Agent's rights affected thereby and/or to hold harmless the Trustees or the Collateral Agent in respect of such proceedings; and should the Mortgagor fail or refuse to take any such action, the Trustees or the Collateral Agent may, upon giving prior written notice thereof to the Mortgagor, take such action in behalf and in the name of the Mortgagor and at the Mortgagor's expense. The obligations of the Mortgagor as hereinabove set forth in this Section 6.3 shall survive the release, termination, foreclosure or assignment of this instrument or any sale hereunder. 6.3 The Mortgaged Property to Revert. If the Secured Indebtedness shall be fully paid and all the commitments and obligations of the Lenders under the Credit Agreements shall have been terminated in writing and the covenants herein contained and contained in the Credit Agreements shall be well and truly performed, then all of the Mortgaged Property shall revert to the Mortgagor and the entire estate, right, title and interest of the Trustees and the holders of Secured Indebtedness shall thereupon cease; and the Trustees and the Collateral Agent in such case shall, upon the request of the Mortgagor and at the Mortgagor's cost and expense, deliver to the Mortgagor proper instruments acknowledging satisfaction of this instrument. The foregoing notwithstanding, this instrument is a Line of Credit Mortgage and until the termination in writing of the Credit Agreements and the occurrence of the other events described in the past sentence of this Section, this Mortgage, and the priority and perfection of the liens created hereunder should continue in full force and effect even if at any time or from time to time there are no moneys outstanding under the Credit Agreements. 6.4 Renewals, Amendments and Other Security. Renewals and extensions of the Secured Indebtedness may be given at any time and amendments may be made to agreements relating to any part of such Secured Indebtedness or the Mortgaged Property and the Trustees and the holders of Secured Indebtedness may take or may now hold other security for the Secured Indebtedness, all without notice to or consent of the Mortgagor. The Trustees or the holders of Secured Indebtedness may resort first to such other security or any part thereof or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action shall not be a waiver of any rights conferred by this instrument, which shall continue as a first lien upon and prior perfected security interest in the Mortgaged Property not expressly released until the Secured Indebtedness is fully paid. 6.5 Instrument an Assignment, etc. This instrument shall be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from time to time as any one or more thereof. Exhibit R - Page 18 57 6.6 Limitation on Interest. No provision of this instrument shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law or which is otherwise contrary to law. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided for herein, the Mortgagor shall not be obligated to pay such excess. 6.7 Unenforceable or Inapplicable Provisions. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed in favor of the Trustees and the Collateral Agent in order to effectuate the provisions hereof, and the invalidity of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Any reference herein contained to a statute or law of a state in which no part of the Mortgaged Property is situated shall be deemed inapplicable to, and not used in, the interpretation hereof. 6.8 Rights Cumulative. Each and every right, power and remedy herein given to the Trustees or the Collateral Agent shall be cumulative and not exclusive; and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Trustees and the Collateral Agent, as the case may be, and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by the Trustees or the Collateral Agent or any of them in the exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing. [In addition to all the rights and remedies granted hereunder, the Mortgagor agrees to comply with all statutory mortgage covenants and agree that this Mortgage shall be subject to the statutory mortgage condition.](1) 6.9 Waiver by the Trustees. Any and all covenants in this instrument may from time to time by instrument in writing signed by the Trustees be waived to such extent and in such manner as the Trustees may desire, but no such waiver shall ever affect or impair either the Trustees' or the Collateral Agent's rights or liens or security interests hereunder, except to the extent specifically stated in such written instrument. 6.10 Action by Individual Trustee. Any Trustee from time to time serving hereunder shall have the absolute right, acting individually, to take any action and to give any consent and to exercise any right, remedy, power, privilege or authority conferred upon the Trustees, and any action taken by either Trustee from time to time serving hereunder shall be binding upon the other Trustee and no person dealing with either Trustee from time to time serving hereunder shall be obligated to confirm the power and authority of such Trustee to act without the concurrence of the other Trustee. In this instrument, the term "Trustee" shall mean the Trustees hereinabove named, or either of them, as the context requires, and any successor Trustee. 6.11 Miscellaneous Warranties. The Mortgagor additionally warrants and represents to the Trustees and the Collateral Agent that (a) the execution and delivery of this instrument, and the - ---------------------- (1) To be used in Mortgages to be filed in New Mexico. Exhibit R - Page 19 58 performance by the Mortgagor of its obligations hereunder, are within the corporate, partnership or other powers of the Mortgagor and have been duly authorized by all necessary corporate, partnership or other action on the part of the Mortgagor, and (b) this instrument has been duly executed and delivered on behalf of the Mortgagor and is the legal, valid and binding obligation of the Mortgagor, enforceable in accordance with its terms except as such enforceability is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and (c) the execution, delivery and performance of this instrument do not and will not contravene or conflict with the organizational documents of the Mortgagor or, to the best knowledge of the Mortgagor, violate or constitute a default under any law, any presently existing requirement or restriction imposed by judicial, arbitral or any governmental instrumentality. 6.12 Successors and Assigns. This instrument is binding upon the Mortgagor, the Mortgagor's successors and assigns, and shall inure to the benefit of the Trustees, their successors, and the Collateral Agent, its successors and assigns, and the provisions hereof shall likewise be covenants running with the land. 6.13 Article and Section Headings. The article and section headings in this instrument are inserted for convenience of reference and shall not be considered a part of this instrument or used in its interpretation. 6.14 Execution in Counterparts. This instrument may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which are identical, except that, to facilitate recordation or filing, in any particular counterpart portions of Exhibit A hereto which describe properties situated in counties other than the county in which such counterpart is to be recorded or filed may have been omitted. 6.15 Special Filing as Financing Statement. This Mortgage and Deed of Trust shall likewise be a Security Agreement and a Financing Statement. This Mortgage and Deed of Trust shall be filed for record, among other places, in the real estate records of each county in which any portion of the real property covered by the oil and gas leases described in Exhibit A hereto is situated, and, when filed in such counties shall be effective as a financing statement covering fixtures located on oil and gas properties, which oil and gas properties (and accounts arising therefrom) are to be financed at the wellheads of the wells located on the real property described in Exhibit A hereto. At the option of the Collateral Agent, a carbon, photographic or other reproduction of this instrument or of any financing statement covering the Mortgaged Property or any portion thereof shall be sufficient as a financing statement and may be filed as such. 6.16 Notices. Except as otherwise specifically provided for herein, all notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be personally delivered or sent by certified mail, postage prepaid, return receipt requested, or by telecopier, and shall be deemed to be given for purposes of this instrument on the day that such writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section 6.16. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing Exhibit R - Page 20 59 provisions of this Section 6.16, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective telecopier numbers) indicated on the signature page(s) hereof. 6.17 Release Upon Disposition; Termination. (a) From time to time during the term of this Agreement, unless an event of default shall have occurred and be continuing, the Trustees and the Collateral Agent shall execute, acknowledge and deliver to the Mortgagor a release from this instrument of Mortgaged Properties in connection with the sale, transfer or other disposition of such Mortgaged Properties by the Mortgagor, other than a sale, transfer or disposition to Borrower or any Subsidiary of Borrower and other than the mortgaging, pledging, securing or granting of a lien, mortgage or security interest in the Mortgaged Properties to any of them. Upon the receipt by the Collateral Agent of an Officer's Certificate certifying that no event of default has occurred and is continuing and that certain Mortgaged Properties described in such Officer's Certificate, or an attachment thereto, are to be sold, transferred or disposed of by the Mortgagor pursuant to a bona fide agreement, other than a sale, transfer or disposition to Borrower or any Subsidiary of Borrower and other than the mortgaging, pledging, securing or granting of a lien, mortgage or security interest in the Mortgaged Properties to any of them, the Collateral Agent shall execute, acknowledge and deliver to the Mortgagor an appropriate instrument evidencing such release of such Mortgaged Property in such form as may be reasonably requested by the Mortgagor. The Trustees shall execute, acknowledge and deliver to the Mortgagor, and the purchaser or other transferee shall be to rely conclusively on, any such instrument of release of Mortgaged Properties which bears the signature of the Collateral Agent without any further inquiry. It is expressly understood that any such release may be delivered to the Mortgagor prior to the actual sale, transfer or disposition to facilitate such transaction, provided that such release shall be canceled and redelivered to the Collateral Agent if such Mortgaged Properties are not so sold, transferred or disposed of within 20 days after the date such release has been fully executed, acknowledged and delivered to the Mortgagor. As used herein, the term "Officer's Certificate" means a certificate signed by the Chairman of the Board, the President, any Executive Vice President, or the Chief Financial Officer of the Mortgagor, and the term "Subsidiary" of Borrower means an entity of which more than 50% of the securities entitled to normal voting power are owned directly, or indirectly through one or more other Subsidiaries, by Borrower. (b) The Trustee and the Collateral Agent shall execute, acknowledge and deliver to the Mortgagor a termination of this instrument and full release of all the Mortgaged Properties upon receipt of a notice or other writing signed by the Administrative Agent under the Primary Credit Agreement, stating that this instrument is no longer required to be maintained pursuant to the terms of the Primary Credit Agreement. Such termination of this instrument and full release of all the Mortgaged Properties shall be evidenced by an instrument in such form as may be reasonably requested by the Mortgagor, which will be executed, acknowledged and delivered by the Trustees and the Collateral Agent with reasonable promptness following receipt of such notice or other writing signed by the Administrative Agent. [6.18 North Dakota Provisions. THE PARTIES AGREE THAT THIS MORTGAGE CONSTITUTES A COLLATERAL REAL ESTATE MORTGAGE PURSUANT TO NORTH DAKOTA CENTURY CODE CHAPTER 35-03.] Exhibit R - Page 21 60 [6.19 New Mexico Mortgage. With respect to the Mortgaged Property located in the State of New Mexico, this Mortgage shall be construed as a Mortgage and will be subject to foreclosure by law upon, among others, the occurrence of any event of default.](1) - ----------------- (1) To be used in Mortgages to be filed in New Mexico. Exhibit R - Page 22 61 IN WITNESS WHEREOF, the Mortgagor has executed or caused to be executed this Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement on the day, month and year first above written. MORTGAGOR ---------------------------------------- By: ------------------------------------- ATTEST: Title: Printed Name: - -------------------- Secretary Printed Name: The name and mailing address of the Mortgagor is: - --------------------- c/o PIONEER NATURAL RESOURCES COMPANY 1400 Williams Square West 5205 North O'Connor Blvd. Irving, Texas 75039 (Signatures Continued on Next Page) Exhibit R - Page 23 62 SECURED PARTIES ------------------------------------------- , Trustee ----------------- ------------------------------------------- , Trustee ----------------- , as Collateral Agent -------------------- By: ---------------------------------------- ATTEST: Name: Printed Name: - ----------------------- Title: Printed Name: The names and mailing addresses of the Secured Parties are: ________________________, as Collateral Agent _____________, Trustee and __________, Trustee _______________________________________ _______________________________________ This Instrument Was Prepared By: Francis R. Bradley, III, Esq. Mayer, Brown & Platt 700 Louisiana, Suite 3600 Houston, Texas 77002 [signature] [SIGNED IN THE PRESENCE OF: ___________________ ___________________] Exhibit R - Page 24 63 STATE OF TEXAS ) ) Section. COUNTY OF HARRIS ) BE IT REMEMBERED that I, _______, a Notary Public duly qualified, commissioned, sworn and acting in and for the County and State aforesaid, hereby certify that, on this day of ____, ______, there appeared before me severally each of the following persons _____________, the ________, and _________, the Secretary, of _______________________, a _____________, whose address is 1400 Williams Square West, 5205 North O'Connor Blvd., Irving, Texas 75039. [LANGUAGE TO BE INCLUDED ONLY FOR THE APPLICABLE STATES WHERE MORTGAGED PROPERTIES ARE LOCATED] ALABAMA and MISSISSIPPI Before me on this day personally appeared the aforementioned persons, whose names are signed to the foregoing conveyance in the capacities set forth opposite the names of such persons above, and who are known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, they, as such officers with full authority, executed the same voluntarily for and as the act of said corporation. ARKANSAS Before me on this day appeared in person the aforementioned persons, to me personally well known, who stated that they held the offices in the corporation set forth opposite their names above and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. COLORADO The foregoing instrument was acknowledged before me this day by each such person on behalf of said corporation. IDAHO On this day before me personally appeared the aforementioned persons known or identified to me to be the officers of the corporation that executed the above instrument on behalf of said corporation and acknowledged to me that such corporation executed the same. ILLINOIS The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation set opposite their names on behalf of said corporation. INDIANA Before me this day personally appeared the aforementioned persons who acknowledged the execution of the foregoing instrument. Exhibit R - Page 25 64 KANSAS This instrument was acknowledged to me on this day by each such person as the designated officer of the corporation set opposite his name, on behalf of said corporation. KENTUCKY and MICHIGAN The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation set opposite their names on behalf of said corporation. MONTANA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation described in and that executed the within instrument, and acknowledged to me that such corporation executed the same. NEBRASKA The foregoing instrument was acknowledged before me this day by each such person as the designated officers of the corporation set opposite their names on behalf of said corporation. NEW MEXICO The foregoing instrument was acknowledged before me this day by each such person as the designated officer as stated opposite their names of Pogo Producing Company, a Delaware corporation, on behalf of said corporation [in its capacity as general partner of Pogo Gulf Coast, Ltd., a Texas limited partnership, on behalf of said partnership]. NORTH DAKOTA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation described in and that executed the within instrument, and acknowledged to me that such corporation executed the same. OHIO Before me personally appeared such persons known to me to be the persons who, as the officers of the corporation set opposite their names which executed the foregoing instrument, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation as such officers, respectively; that the same is their free act and deed as such officers, respectively, and the free and corporate act and deed of the corporation set opposite their names; that they were duly authorized thereupon by the board of directors of said corporation; and that (as the case may be) the seal affixed to said instrument is the corporate seal of said corporation. OKLAHOMA Before me on this day personally appeared the aforementioned persons, to me known to be the identical persons who subscribed the names of the respective makers thereof to the foregoing instrument in the capacities set forth opposite the names of such persons above, and each such person acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of the corporation set opposite his name for the uses and purposes therein set forth. Exhibit R - Page 26 65 SOUTH DAKOTA Before me personally appeared each such person, who acknowledged himself to be the designated officer of the corporation set opposite his name, as the case may be, and that as such designated officer being authorized so to do, he executed the foregoing instrument for the purposes therein contained, by signing the name of said corporation by himself as such designated officer. TEXAS This instrument was acknowledged before me on this day by each such person as the designated officer of the corporation set opposite his name on behalf of said corporation set opposite his name. UTAH On this day personally appeared before me such persons, who, being by me duly sworn, did say, that they are the designated officers of said corporation, and that said instrument was signed in behalf of said corporation by resolution of its Board of Directors, and said persons acknowledged to me that the said corporation, executed the same. WYOMING The foregoing instrument was acknowledged before me by the above individuals on this day. GIVEN under my hand and seal this ___ day of ____________. ----------------------- Notary Public in and for Harris County, TEXAS ----------------------- Print or Type Name My commission expires: Exhibit R - Page 27 66 STATE OF ___ ) ) Section. COUNTY OF ___ ) BE IT REMEMBERED that I, ________, a Notary Public duly qualified, commissioned, sworn and acting in and for the County and State aforesaid, hereby certify that, on this ____ day of ______, _____, there appeared before me severally each of the following persons, each being either a Trustee or else the designated officer of the corporation or association set opposite his name, and each such Trustee, corporation or association being a party to the foregoing instrument: ___________, _____________and ______, _____of ____________, a ______________, whose address is _____________________; ____________ and ________ whose addresses are ____________, as Trustees. [LANGUAGE TO BE INCLUDED ONLY FOR THE APPLICABLE STATES WHERE MORTGAGED PROPERTIES ARE LOCATED] ALABAMA and MISSISSIPPI Before me on this day personally appeared the aforementioned persons, whose names are signed to the foregoing conveyance in the capacities set forth opposite the names of such persons above, and who are known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, they, as such officers or Trustees with full authority, executed the same voluntarily for and as the act of said corporation, said association or said Trustees, as the case may be. ARKANSAS Before me on this day appeared in person the aforementioned persons, to me personally well known, who stated that they held the offices in the corporation or association set forth opposite their names above (or, in the case of the Trustees, were validly appointed Trustees) and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said corporation or association (or as Trustees, as the case may be), and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. COLORADO The foregoing instrument was acknowledged before me this day by each such person on behalf of said corporation or association, or himself, as Trustee, as the case may be. IDAHO On this day before me personally appeared the aforementioned persons known or identified to me to be the officers (or Trustees, as the case may be) of the Exhibit R - Page 28 67 corporation or the association that executed the above instrument on behalf of said corporation or association (or themselves, as Trustees) and acknowledged to me that such corporation, association or Trustees executed the same. ILLINOIS The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation or association set opposite their names (or as Trustees, as the case may be) on behalf of said corporation or association (or themselves, as Trustees). INDIANA Before me this day personally appeared the aforementioned persons who acknowledged the execution of the foregoing instrument. KANSAS This instrument was acknowledged to me on this day by each such person as the designated officer of the corporation or association set opposite his name (or a Trustee, as the case may be), on behalf of said corporation or association (or of himself, as a Trustee, as the case may be). KENTUCKY and MICHIGAN The foregoing instrument was acknowledged before me this day by said persons as the designated officers of the corporation or association set opposite their names (or as Trustees, as the case may be) on behalf of said corporation or association (or themselves, as Trustees). MONTANA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation or association described in and that executed the within instrument (or a Trustee, as the case may be), and acknowledged to me that such corporation or association (or Trustee, as the case may be) executed the same. NEBRASKA The foregoing instrument was acknowledged before me this day by each such person as the designated officers of the corporation or association set opposite their names (or as Trustees, as the case may be) on behalf of said corporation or association, or himself as a Trustee, as the case may be. NEW MEXICO The foregoing instrument was acknowledged before me this day by each such person as the designated officer as stated opposite their names, of ______, a _____ on behalf of said ______ [(or individually as trustees, residing at ________ as the case may be, on behalf of himself, as a Trustee)] [(or as the designated officer of the Trustee set opposite their respective names, of ______, a ________, and _________, a ________, respectively on behalf of said corporation or association, as trustee)].(1) - -------------- (1) Modify as necessary for individual or corporate trustees. Exhibit R - Page 29 68 NORTH DAKOTA Before me personally appeared each such person, each of whom is known to me to be the officer of the corporation or association described in and that executed the within instrument (or a Trustee, as the case may be), and acknowledged to me that such corporation or association (or Trustee, as the case may be) executed the same. OHIO Before me personally appeared such persons known to me to be the persons who, as the officers of the corporation or association set opposite their names which executed the foregoing instrument (or as Trustees, as the case may be), signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation or association as such officers, respectively (or as Trustees, as the case may be); that the same is their free act and deed as such officers, respectively (or as Trustees as the case may be), and (as the case may be) the free and corporate act and deed of the corporation or association set opposite their names; that (as the case may be) they were duly authorized thereunto by the board of directors of said corporation or association; and that (as the case may be) the seal affixed to said instrument is the corporate seal of said corporation or association. OKLAHOMA Before me on this day personally appeared the aforementioned persons, to me known to be the identical persons who subscribed the names of the respective makers thereof to the foregoing instrument in the capacities set forth opposite the names of such persons above, and each such person acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of the corporation or association set opposite his name (or of himself as Trustee, as the case may be) for the uses and purposes therein set forth. SOUTH DAKOTA Before me personally appeared each such person, who acknowledged himself to be the designated officer of the corporation or association set opposite his name, or a Trustee, as the case may be, and that (as the case may be, as such designated officer being authorized so to do) he executed the foregoing instrument for the purposes therein contained, by (as the case may be) signing the name of said corporation or association by himself as such designated officer. TEXAS This instrument was acknowledged before me on this day by each such person as the designated officer of the corporation or association set opposite his name (or a Trustee, as the case may be), on behalf of said corporation or association set opposite his name (or of himself as Trustee, as the case may be). UTAH On this day personally appeared before me such persons, who, being by me duly sworn, did say, that (as the case may be) they are the designated officers of said corporation or association or are Trustees and that said instrument was signed (as the case may be) in behalf of said corporation or association by resolution of its Board of Directors (or on behalf of themselves as Trustees, as the case may be), and said persons acknowledged to me that said corporation, association or Trustees executed the same. Exhibit R - Page 30 69 WYOMING The foregoing instrument was acknowledged before me by the above individuals on this day. GIVEN under my hand and seal this ____ day of _____________. ---------------------- Notary Public in and for County, --------- ------ ---------------------- Print or Type Name My commission expires: Exhibit R - Page 31 70 EXHIBIT A To Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement, dated _________,______, from __________________ to _______________ and _________ and ___________________, as Collateral Agent List of Properties [to be prepared by the Mortgagor] 1. Depth limitations, unit designations, unit tract descriptions and descriptions of undivided leasehold interests, well names, "Operating Interests", "Working Interests" and "Net Revenue Interests" contained in this Exhibit A and the listing of any percentage, decimal or fractional interest in this Exhibit A shall not be deemed to limit or otherwise diminish the interests being subjected to the lien, security interest and encumbrance of this instrument. 2. Some of the land descriptions in this Exhibit A may refer only to a portion of the land covered by a particular lease. This instrument is not limited to the land described in Exhibit A but is intended to cover the entire interest of the Mortgagor in any lease described in Exhibit A even if such interest relates to land not described in Exhibit A. Reference is made to the land descriptions contained in the documents of title recorded as described in this Exhibit A. To the extent that the land descriptions in this Exhibit A are incomplete, incorrect or not legally sufficient, the land descriptions contained in the documents so recorded are incorporated herein by this reference. 3. References in Exhibit A to instruments on file in the public records are made for all purposes. Unless provided otherwise, all recording references in Exhibit A are to the official real property records of the county or counties (or parish or parishes) in which the mortgaged property is located and in which records such documents are or in the past have been customarily recorded, whether Deed Records, Oil and Gas Records, Oil and Gas Lease Records or other records. 4. A statement herein that a certain interest described herein is subject to the terms of certain described or referred to agreements, instruments or other matters shall not operate to subject such interest to any such agreement, instrument or other matter except to the extent that such agreement, instrument or matter is otherwise valid and presently subsisting nor shall such statement be deemed to constitute a recognition by the parties hereto that any such agreement, instrument or other matter is valid and presently subsisting. Exhibit R - Page 32 71 Schedule 1 Schedule of Lenders' Commitments and Percentage Share
Lenders Commitment Percentage Share ----------- -------------------- -------------------- NationsBank, N.A $ 13,558,994.18 15.866908084% CIBC Inc. $ 8,104,448.75 9.483929389% Morgan Guaranty Trust Company of New $ 8,104,448.75 9.483929389% York Chase Bank of Texas, National $ 8,104,448.75 9.483929389% Association The Bank of New York $ 5,454,545.45 6.382978718% The Bank of Nova Scotia $ 5,454,545.45 6.382978718% Royal Bank of Canada $ 5,454,545.45 6.382978718% Union Bank of California, N.A $ 5,454,545.45 6.382978718% Wells Fargo Bank, N.A $ 5,454,545.45 6.382978718% Bank One, Texas, N.A $ 2,127,659.57 2.489814391% Den Norske Bank ASA $ 3,636,363.64 4.255319153% Paribas $ 3,636,363.64 4.255319153% First Union National Bank $ 3,636,363.64 4.255319153% Bankers Trust Company $ 1,818,181.82 2.127659577% Credit Agricole Indosuez $ 1,818,181.82 2.127659577% Natexis Banque $ 1,818,181.82 2.127659577% Toronto Dominion (Texas), Inc. $ 1,818,181.82 2.127659577% ==================== ==================== Totals: $ 85,454,545.45 100.00000000%
Schedule 1 - Page 1 72 Schedule 3 Schedule of Restricted Subsidiaries This Schedule 3 is attached to and made a part of (i) that certain Primary Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999 by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto, and (ii) that certain 364 Day Credit Facility pursuant to that certain Second Amended and Restated Credit Facility Agreement dated as of March 19, 1999 by and among Borrower, 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 successor-in-interest to The Chase Manhattan Bank, as Syndication Agent, the Co-Agents party thereto, and the Lenders from time to time parties thereto. Pioneer Natural Resources USA, Inc., a Delaware corporation Pioneer International Resources Company, a Delaware corporation Pioneer Resources Producing L.P., a Delaware limited partnership Parker & Parsley (Canada) Petroleum Company, a Nova Scotia, Canada limited liability company Pioneer Resources, Inc., , a Delaware corporation P&PCanada LP Co., a Delaware corporation Pioneer Natural Resources Canada, Inc., an Alberta, Canada limited liability company Pioneer Natural Resources (Argentina) S.A., an Argentina limited liability company Pioneer Natural Resources (Tierra del Fuego) S.A., an Argentina limited liability company Westpan NGL Co., a Delaware corporation Pioneer Natural Resources (Cayman) Ltd., a Cayman exempted company Parker & Parsley Petroleum Australia Holdings Pty Limited (A.C.N. 064 589 242), a New South Wales, Australia corporation Parker & Parsley Petroleum Australia Pty Limited (A.C.N. 064 589 180), a New South Wales, Australia corporation Bridge Oil (U.S.A.) Inc., a Delaware corporation Schedule 3 - Page 1 73 Schedule 4 Schedule of Insurance Schedule 4 - Page 2 74 Schedule 5 Schedule of Security Instruments Guaranties - Pioneer Natural Resources USA, Inc., a Delaware corporation Pioneer International Resources Company, a Delaware corporation Pioneer Resources Producing L.P., a Delaware limited partnership Pioneer Resources, Inc., a Delaware corporation P&PCanada LP Co., a Delaware corporation Pioneer Natural Resources Canada Inc., an Alberta, Canada corporation Westpan NGL Co., a Delaware corporation Pioneer Natural Resources (Argentina) S.A., an Argentina limited liability company Pioneer Natural Resources (Tierra del Fuego) S.A., an Argentina limited liability company Pledge Agreements or Deeds of Mortgage, Blank Stock Powers and Financing Statements: Pledge A4greement by Pioneer Resources, Inc., a Delaware corporation, covering shares of Parker & Parsley (Canada) Petroleum Company, a Nova Scotia, Canada limited liability company Pledge Agreement by P&PCanada LP Co., a Delaware corporation, covering shares of Parker & Parsley (Canada) Petroleum Company, a Nova Scotia, Canada limited liability company Deed of Mortgage by Pioneer Natural Resources Company USA, Inc., a Delaware corporation, covering shares of Parker & Parsley Petroleum Australia Holdings Pty. Limited (A.C.N. 064 589 242), a New South Wales, Australia corporation Pledge Agreement by Pioneer International Resources Company, a Delaware corporation, covering shares of Pioneer Natural Resources Canada Inc., an Alberta, Canada limited liability company Pledge Agreement by Pioneer Natural Resources USA, Inc., a Delaware corporation, covering shares of Pioneer Natural Resources (Cayman) Ltd., a Cayman exempted company Schedule 5 - Page 1 EX-11.1 8 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11.1 PIONEER NATURAL RESOURCES COMPANY STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
Per Share Income Shares Amount(a) ----------- ------- --------- (in thousands) DECEMBER 31, 1998 Basic EPS: Loss available to common stockholders $ (746,426) 100,055 $ (7.46) ========= Effect of Dilutive Securities -- -- ----------- ------- Diluted EPS: Loss available to common stockholders plus assumed dilutive conversions $ (746,426) 100,055 $ (7.46) =========== ======= ========= DECEMBER 31, 1997 Basic EPS: Loss available to common stockholders $ (890,671) 51,973 $ (17.14) ========= Effect of Dilutive Securities -- -- ----------- ------- Diluted EPS: Loss available to common stockholders plus assumed dilutive conversions $ (890,671) 51,973 $ (17.14) =========== ======= ========= DECEMBER 31, 1996 Basic EPS: Income available to common stockholders $ 140,248 35,475 $ 3.95 ========= Effect of Dilutive Securities: Options/restricted stock -- 394 Preferred shares 7,683 6,714 ---------- ------- Diluted EPS: Income available to common stockholders plus assumed conversions $ 147,931 42,583 $ 3.47 ========== ======= =========
- ----------- (a) For 1998 and 1997, the computation of diluted net loss per share was antidilutive; therefore, the amounts reported for basic and diluted net loss per share were the same. EX-21.1 9 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY
State or Jurisdiction of Organization Subsidiaries - --------------------- ------------ Australia Antenor P/L Switzerland Aredor Distribution Company Ltd. Australia Aredor Holdings Ltd. Australia Bridge Oil Australia Pty Ltd. Australia Bridge Oil Services (Overseas) P/L Delaware Bridge Oil (U.S.A.) Inc. Australia Bridge Oil ZOCA 91-13 P/L Bermuda CR International Limited Delaware DMLP Co. Delaware Doram Energy, Inc. Texas Dorchester Gas Systems, Inc. Texas Dorchester Intrastate Gas Systems, L.P. Delaware Mesa Environmental Ventures Co. Texas Mesa Offshore Royalty Partnership Delaware P&PCanada LP Co. Delaware Parker & Parsley Argentina, Inc. Canada Parker & Parsley (Canada) Petroleum Company Turks and Caicos Islands Parker & Parsley Capital LLC Cayman Islands Parker & Parsley International Holdings, Ltd. Australia Parker & Parsley Petroleum Australia Holdings Pty Limited Australia Parker & Parsley Petroleum Australia Pty Limited Texas Pioneer Natural Resources Scholarship Foundation New York Parker & Parsley Transfer Agent Corporation Delaware Pioneer Holding Inc. Delaware Pioneer International Resources Company Texas Pioneer Natural Gas Company Argentina Pioneer Natural Resources (Argentina) S.A. Canada Pioneer Natural Resources Canada Inc. Cayman Islands Pioneer Natural Resources (Cayman) Ltd. Cayman Islands Pioneer Natural Resources Guatemala Ltd. Canada Pioneer Natural Resources (ND) Holdings Inc. South Africa Pioneer Natural Resources South Africa (Pty) Limited Argentina Pioneer Natural Resources (Tierra Del Fuego) S.A. Delaware Pioneer Natural Resources USA, Inc. Delaware Pioneer NGLs (USA) Inc. Delaware Pioneer Pipelines (USA) Inc. Delaware Pioneer Resources Inc. Bahamas Pioneer Resources Africa, Ltd. Delaware Pioneer Resources China, Inc. Bahamas Pioneer Resources Gabon - Olowi Ltd. Delaware Pioneer Resources (ND) Inc. Delaware Pioneer Resources Producing L.P. Texas Pioneer Uravan, Inc. Delaware PNR Resources (USA) Inc. Texas PNRC Properties L.P. Delaware Rosamond Drilling Company, Inc. Delaware Westpan NGL Co.
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State or Jurisdiction of Organization Subsidiaries - --------------------- ------------ Partnerships that Pioneer Natural Resources USA, Inc. is the managing general partner - ------------------------------------------------------------------------------------- Texas Parker & Parsley 81-I, Ltd. Texas Parker & Parsley 81-II, Ltd. Texas Parker & Parsley 82-I, Ltd. Texas Parker & Parsley 82-II, Ltd. Texas Parker & Parsley 82-III, Ltd. Texas Parker & Parsley 83-A, Ltd. Texas Parker & Parsley 83-B, Ltd. Texas Parker & Parsley 84-A, Ltd. Texas Parker & Parsley 85-A, Ltd. Texas Parker & Parsley 85-B, Ltd. Texas Parker & Parsley Private Investment 85-A Ltd. Texas Parker & Parsley Selected 85 Private Investment, Ltd. Texas Parker & Parsley 86-A, Ltd. Texas Parker & Parsley 86-B, Ltd. Texas Parker & Parsley 86-C, Ltd. Texas Parker & Parsley Private Investment 86, Ltd. Delaware Parker & Parsley 87-A, Ltd. Delaware Parker & Parsley 87-B, Ltd. Delaware Parker & Parsley 87-A Conv., Ltd. Delaware Parker & Parsley 87-B Conv., Ltd. Delaware Parker & Parsley Private Investment 87, Ltd. Delaware Parker & Parsley Producing Properties 87-A, Ltd. Delaware Parker & Parsley Producing Properties 87-B, Ltd. Delaware Parker & Parsley 88-A, L.P. Delaware Parker & Parsley 88-B, L.P. Delaware Parker & Parsley 88-C, L.P. Delaware Parker & Parsley 88-A Conv., L.P. Delaware Parker & Parsley 88-B Conv., L.P. Delaware Parker & Parsley 88-C Conv., L.P. Delaware Parker & Parsley Private Investment 88, L.P. Delaware Parker & Parsley Producing Properties 88-A, L.P. Delaware Parker & Parsley 89-A, L.P. Delaware Parker & Parsley 89-B, L.P. Texas Parker & Parsley 89-A Conv., L.P. Texas Parker & Parsley 89-B Conv., L.P. Texas P&P Employees 89-A Conv., L.P. Texas P&P Employees 89-B Conv., L.P. Delaware Parker & Parsley Private Investment 89, L.P. Texas P&P Employees Private Investment 89, L.P. Delaware Parker & Parsley 90-A Conv., L.P. Delaware Parker & Parsley 90-B Conv., L.P. Delaware Parker & Parsley 90-C Conv., L.P. Delaware Parker & Parsley 90-A, L.P. Delaware Parker & Parsley 90-B, L.P. Delaware Parker & Parsley 90-C, L.P. Texas P&P Employees 90-A Conv., L.P. Texas P&P Employees 90-B Conv., L.P. Texas P&P Employees 90-C Conv., L.P. Delaware Parker & Parsley Private Investment 90 Conv., L.P. Texas P&P Employees Private Investment 90 Conv., L.P. Delaware Parker & Parsley 90 Spraberry Private Development Conv., L.P. Texas P&P Employees 90 Spraberry Private Development L.P. Delaware Parker & Parsley 91-A, L.P. Delaware Parker & Parsley 91-B, L.P. Delaware Parker & Parsley 91-A Conv., L.P.
3
State or Jurisdiction of Organization Subsidiaries - --------------------- ------------ Delaware Parker & Parsley 91-B Conv., L.P. Texas P&P Employees 91-A G.P. Texas P&P Employees 91-B G.P. Texas Parker & Parsley 1992 Direct Investment Program, Ltd. Texas Parker & Parsley 1993 Direct Investment Program, Ltd. Texas Parker & Parsley 1994 Direct Investment Program, Ltd. Texas Midkiff Development Drilling Program, Ltd.
EX-23.1 10 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (No. 333-35087, No. 333-35165, No. 333-39153, No. 333-39249, No. 33-44851, No. 333-35085 and No. 333-35175) on Form S-8 and (No. 333-42315, No. 333-44439 and No. 333-39381) on Form S-3 of Pioneer Natural Resources Company and subsidiaries of our report dated February 2, 1999, with respect to the consolidated financial statements of Pioneer Natural Resources Company included in this Annual Report on Form 10-K for the year ended December 31, 1998. /s/ Ernst & Young LLP Dallas, Texas March 23, 1999 EX-23.2 11 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Pioneer Natural Resources Company: We consent to the incorporation by reference in the Registration Statements (No. 333-35087, No. 333-35165, No. 333-39153, No. 333-39249, No. 33-44851, No. 333-35085 and No. 333-35175) on Form S-8 and Registration Statements (No. 333-42315, No. 333-44439 and No. 333-39381) on Form S-3 of Pioneer Natural Resources Company and subsidiaries and its predecessors of our report dated February 13, 1998, relating to the consolidated balance sheet of Pioneer Natural Resources Company and subsidiaries as of December 31, 1997 and the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows for the years ended December 31, 1997 and 1996, which report appears in the December 31, 1998 annual report on Form 10-K of Pioneer Natural Resources Company. KPMG LLP Midland, Texas March 23, 1999 EX-27.1 12 FINANCIAL DATA SCHEDULE
5 1,000 YEAR DEC-31-1998 DEC-31-1998 59,221 0 110,520 0 15,221 201,988 4,019,229 930,111 3,481,314 526,832 0 0 0 1,008 788,069 3,481,314 711,492 721,499 223,551 1,248,435 39,605 0 164,285 (730,826) 15,600 (746,426) 0 0 0 (746,426) (7.46) (7.46)
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