PIONEER NATURAL RESOURCES COMPANY AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 14, 2020 0.250% Convertible Senior Notes due 2025Indenture • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
INDENTURE dated as of May 14, 2020 between Pioneer Natural Resources Company, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: May 11, 2020 To: Pioneer Natural Resources Company Irving, Texas 75038 Attention: Telephone No.: Facsimile No.: A/C: [Insert Account Number] Re: Base Call Option...Base Call Option Transaction • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman Sachs & Co. LLC (“Dealer”), and Pioneer Natural Resources Company (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
May 14, 2020Additional Call Option Transaction • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of Montreal (“Dealer”), and Pioneer Natural Resources Company (“Counterparty”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal in the Transaction and BMO Capital Markets Corp. (“Agent”), its affiliate, is acting as agent for the Transaction solely in connection with Rule 15a-6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Pioneer Natural Resources Company $1,150,000,000 0.250% Convertible Senior Notes due 2025 Purchase AgreementPurchase Agreement • May 15th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York
• If the stock price is between two stock prices in the table above or the effective date is between two effective dates in the table above, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year.
