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EXHIBIT 10.20
GUARANTEE
THIS GUARANTEE, dated as of December 30, 1997 (this "Agreement"), is
entered into by Pioneer Natural Resources USA, Inc., a Delaware corporation
("Pioneer USA"). Capitalized terms used herein but not otherwise defined have
the meanings set forth in the Indenture referred to below.
RECITALS:
A. Pioneer USA is a wholly-owned subsidiary of Pioneer Natural
Resources Company, a Delaware corporation ("Pioneer").
B. As of the date hereof, Pioneer has assumed the obligations of
Pioneer USA with respect to that certain Indenture, dated as of April 12, 1995,
as supplemented from time to time (the "Indenture"), between Pioneer USA
(formerly Mesa Operating Co., as successor to Xxxxxx & Xxxxxxx Petroleum
Company) and The Chase Manhattan Bank, a New York banking association, as
trustee, pursuant to which Pioneer USA has issued $150,000,000 in aggregate
principal amount of 87/8% Senior Notes Due 2005 and $150,000,000 in aggregate
principal amount of 8 1/4% Senior Notes Due 2007 (collectively, the "Debt
Securities").
NOW, THEREFORE, in consideration of the assumption by Pioneer of all
obligations with respect to the Indenture and the Debt Securities, Pioneer USA
hereby agrees as follows:
ARTICLE 1
GUARANTEE
1.1 Guarantee. Pioneer USA hereby unconditionally guarantees to each
Holder of Debt Securities authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Debt Securities or the obligations of
Pioneer thereunder, that: (a) the principal of, premium, if any, and interest on
the Debt Securities shall be promptly paid in full when due, whether at
maturity, by acceleration or otherwise, and interest on the overdue principal of
and interest, if any, on any premium and interest on the Debt Securities, if
lawful, and all other obligations of Pioneer to the Holders or the Trustee
thereunder shall be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Debt Securities or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, Pioneer USA shall be obligated to
pay the same immediately.
1.2 Continuing Guarantee; Release. This is a continuing guarantee and
shall remain in full force and effect and shall be binding upon Pioneer USA and
its respective successors and assigns to the extent set forth in the Indenture
until full and final payment of all of Pioneer's obligations under the Debt
Securities and the Indenture and shall inure to the benefit of the Trustee and
the Holders of Debt Securities and their successors and assigns and, in the
event of any transfer or
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assignment of rights by any Holder of Debt Securities or the Trustee, the rights
and privileges herein conferred upon that party shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions hereof. Pioneer USA shall be released and relieved of any obligations
under this Agreement upon release or other termination of both (A) that certain
Guaranty, dated as of December 18, 1997, by Pioneer USA with respect to the
Amended and Restated Credit Facility Agreement (Primary Facility), dated as of
December 18, 1997 (the "Primary Agreement"), among Pioneer, NationsBank of
Texas, as administrative agent, CIBC Inc., as documentation agent, Xxxxxx
Guaranty Trust Company of New York, as documentation agent, The Chase Manhattan
Bank, as syndication agent, the co-agents signatory thereto, and the other
lenders signatory thereto, and (B) that certain Guaranty, dated as of December
18, 1997, by Pioneer USA with respect to the Amended and Restated Credit
Facility Agreement (364-Day Facility), dated as of December 18, 1997 (the
"364-Day Agreement" and together with the Primary Agreement, the "United States
Credit Agreement"), among Pioneer, NationsBank of Texas, as administrative
agent, CIBC Inc., as documentation agent, Xxxxxx Guaranty Trust Company of New
York, as documentation agent, The Chase Manhattan Bank, as syndication agent,
the co-agents signatory thereto, and the other lenders signatory thereto (the
foregoing guarantees being referred to herein as the "United States Credit
Facility Guarantees"). Any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements), as a whole, or in part, of the United States Credit Facility
shall not be deemed a release or other termination of the United States Credit
Facility Guarantees if Pioneer USA provides a guarantee or guarantees with
respect to such refinancing, refunding, extension, renewal or replacement in
substantially the same form, and on substantially the same terms, as the United
States Credit Facility Guarantees.
ARTICLE 2
MISCELLANEOUS
2.1 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
2.2 Severability. If any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
2.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
signed by its duly authorized officer as of the date first above written.
PIONEER NATURAL RESOURCES USA, INC.
By: /s/ M. XXXXXXX XXXXX
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M. Xxxxxxx Xxxxx
Senior Vice President - Finance
[Signature Page - Guarantee - Page 1 of 1]
