1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1998.
                                                     REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                       PIONEER NATURAL RESOURCES COMPANY
             (Exact name of registrant as specified in its charter)
                                                 
                     DELAWARE                                           75-2702753
             (State of incorporation)                      (I.R.S. Employer Identification No.)
                                                                    SCOTT D. SHEFFIELD
                                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                                            PIONEER NATURAL RESOURCES COMPANY
            1400 WILLIAMS SQUARE WEST                           1400 WILLIAMS SQUARE WEST
            5205 NORTH O'CONNOR BLVD.                           5205 NORTH O'CONNOR BLVD.
               IRVING, TEXAS 75039                                 IRVING, TEXAS 75039
                  (972) 444-9001                                      (972) 444-9001
   (Address, including zip code, and telephone
    number, including area code, of Registrant's    (Name, address, including zip code, and telephone
            principal executive offices)            number, including area code, of agent for service)
--------------------- Copy to: SCOTT D. SHEFFIELD ROBERT L. KIMBALL PRESIDENT AND CHIEF EXECUTIVE OFFICER VINSON & ELKINS L.L.P. PIONEER NATURAL RESOURCES COMPANY 2001 ROSS AVENUE 1400 WILLIAMS SQUARE WEST SUITE 3700 5205 NORTH O'CONNOR BLVD. DALLAS, TEXAS 75201 IRVING, TEXAS 75039 (214) 220-7700 (972) 444-9001
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================ PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share......................... 1,654,290 $23.31 $38,561,500 $11,376 ==============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) using the average of the high and low sale prices reported on The New York Stock Exchange for the Registrant's Common Stock on January 12, 1998. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS PIONEER NATURAL RESOURCES COMPANY 1,654,290 SHARES OF COMMON STOCK THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- This Prospectus relates to the offering by the selling stockholders identified herein (the "Selling Stockholders") of up to an aggregate of 1,654,290 shares of common stock, par value $.01 per share ("Common Stock"), of Pioneer Natural Resources Company, a Delaware corporation ("Pioneer" or the "Company"). The shares of Common Stock offered hereby (the "Offered Securities") were privately offered by the Company in connection with the acquisition of certain assets in the East Texas Basin from affiliates of American Cometra, Inc. ("ACI") and Rockland Pipeline Co. ("Rockland"), both subsidiaries of Electrafina S.A., of Belgium that occurred on December 19, 2021 (the "Cometra Acquisition"). The total consideration paid was approximately $128 million, consisting of $80 million in cash and 1,654,290 shares of 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. See "Selling Stockholders" and "Plan of Distribution" for information relating to the Selling Stockholders and this offering. The Offered Securities may be sold from time to time pursuant to this Prospectus by the Selling Stockholders. The Offered Securities may be sold by the Selling Stockholders in ordinary brokerage transactions, in transactions in which brokers solicit purchases, in negotiated transactions, or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices. See "Plan of Distribution." The distribution of the Offered Securities is not subject to any underwriting agreement. The Company will receive no part of the proceeds of sales from the offering by the Selling Stockholders. All expenses of registration incurred in connection with this offering are being borne by the Company. None of the Offered Securities have been registered prior to the filing of the Registration Statement of which this Prospectus is a part. The Common Stock is traded on The New York Stock Exchange under the symbol "PDX." On January 14, 1998, the last reported sale price of the Common Stock on The New York Stock Exchange was $24 1/4 per share. --------------------- THE DATE OF THIS PROSPECTUS IS JANUARY , 1998 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). It files reports, proxy statements, and other information with the Securities and Exchange Commission (the "SEC"). Those reports, proxy statements, and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC at 7 World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60611. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. These reports, proxy statements and other information may also be obtained without charge from the web site that the SEC maintains at http://www.sec.gov. These reports, proxy statements, and other information also may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has filed with the SEC a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933 (the "Securities Act"), with respect to the Offered Securities. This Prospectus and any accompanying Prospectus Supplement do not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to the Company and the Offered Securities, reference is made to the Registration Statement and to the exhibits thereto. Statements contained herein concerning the provisions of certain documents are not necessarily complete, and in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by that reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company, Parker & Parsley Petroleum Company ("Parker & Parsley") and MESA Inc. ("Mesa") with the SEC and are incorporated by reference into this Prospectus, and shall be deemed to be a part hereof: 1. Mesa's Annual Report on Forms 10-K and 10-K/A for the year ended December 31, 1996; 2. Mesa's Quarterly Report on Form 10-Q for the period ended March 31, 1997; 3. Mesa's Quarterly Report on Form 10-Q for the period ended June 30, 1997; 4. Mesa's Current Reports on Form 8-K and Form 8-K/A dated February 7, 1997, and Mesa's Current Reports on Form 8-K dated April 6, 2022 and August 7, 1997; 5. Parker & Parsley's Annual Report on Forms 10-K and 10-K/A for the year ended December 31, 1996. 6. Parker & Parsley's Quarterly Report on Form 10-Q for the period ended March 31, 1997. 7. Parker & Parsley's Quarterly Report on Form 10-Q for the period ended June 30, 1997. 8. Parker & Parsley's Current Reports on Form 8-K dated February 3, 1997, April 3, 1997, April 6, 1997, July 28, 1997, July 29 ,1997, and August 7, 1997; 9. The Company's Registration Statement on Form S-4 (No. 333-26951) filed on June 26, 1997, including any amendment or report for the purpose of updating any such material; 10. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; 11. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; 12. The Company's Current Reports on Form 8-K dated August 7, 1997, September 3, 1997, December 5, 1997, December 18, 1997, January 8, 1998, and January 13, 1998. 2 4 13. The Definitive Joint Management Information Circular and Proxy Statement of the Company and Chauvco Resources Ltd. (File No. 001-13245) filed with the SEC on November 17, 1997, including any amendment or report for the purpose of updating any such material; and 14. The description of the Company's Common Stock contained in the Company's Registration Statement on Forms 8-A and 8-A/A (File No. 001-13245), declared effective by the SEC on August 8, 1997. All documents filed by the Company pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of the filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein or in any Prospectus Supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Prospectus, except as so modified or superseded. The Company will provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of any person, a copy of any or all of the documents referred to above that have been or may be incorporated by reference into this Prospectus, other than exhibits to the documents (unless the exhibits are specifically incorporated by reference into the documents). Written or telephone request for the copies should be directed to Corporate Secretary, Pioneer Natural Resources Company, 1400 Williams Square West, 5205 North O'Connor Boulevard, Irving, Texas 75039 (Telephone: (972) 444-9001). 3 5 THE COMPANY The Company is one of the largest public independent oil and gas companies in the United States, engaged principally in the acquisition, development, and production of, and exploration for, oil and gas reserves and related activities. The Company's executive offices and operating headquarters are located at 1400 Williams Square West, 5205 North O'Connor Blvd., Irving, Texas 75039, and its telephone number at those offices is 972-444-9001. RISK FACTORS IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE RISK FACTORS SET FORTH IN "RISK FACTORS AND CERTAIN CONSIDERATIONS" CONTAINED IN THE COMPANY'S JOINT PROXY STATEMENT/PROSPECTUS DATED JUNE 27, 2022 WHICH CONSTITUTES A PART OF THE REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-26951), TOGETHER WITH ALL AMENDMENTS THERETO, THAT THE COMPANY FILED WITH THE SEC ON JUNE 26, 1997. FORWARD LOOKING STATEMENTS All statements in this Prospectus or incorporated herein by reference concerning the Company other than purely historical information (collectively "Forward-Looking Statements") reflect the current expectations of management and are based on the Company's historical and pro forma operating trends, its proved reserves, and other information available to management. These statements assume, among other things, that no significant changes will occur in the operating environment for the Company's oil and gas properties and that there will be no material acquisitions or divestitures. There can be no assurance that the assumptions used will prove to be accurate. The Company cautions that the Forward-Looking Statements are subject to all the risks and uncertainties incident to the acquisition, development and marketing of, and exploration for, oil and gas reserves. These risks include, but are not limited to, commodity price risks, risks relating to pricing and availability of third-party supplies, equipment and services for operations, counterpart risks, drilling risks, and reserve, operations and production risks. Certain of these risks are described in the documents incorporated by reference herein. Moreover, the Company may make material acquisitions, alter its capital expenditure budget or plans, or enter into other financing transactions. None of these can be predicted with certainty and, accordingly, are not taken into consideration in the Forward-Looking Statements. For all of the foregoing reasons, actual results may vary materially from the Forward-Looking Statements. The Company disclaims any obligation or undertaking to release publicly any updates about changes in the Company's expectations with regard to the subject matter of any Forward-Looking Statements or any changes in events, conditions or circumstances on which any Forward-Looking Statements are based. 4 6 SELLING STOCKHOLDERS The following table sets forth the name of the Selling Stockholders and (i) the number of shares of Common Stock owned by the Selling Stockholders as of the effective date of the Registration Statement of which this Prospectus forms a part, (ii) the maximum number of shares of Common Stock which may be offered for the account of the Selling Stockholders under this Prospectus, and (iii) the amount and percentage of Common Stock to be owned by the Selling Stockholders after the completion of this offering assuming the sale of all the Common Stock which may be offered hereunder.
AMOUNT AND PERCENTAGE OF COMMON STOCK OWNED AFTER THE OFFERING PRIOR TO WHICH MAY BE ------------------- SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE -------------------- -------- -------------- ------ ---------- Cometra Energy, L.P............................... 0 1,605,290 0 0 Terry N. McClure.................................. 0 9,800 0 0 James D. Paquin................................... 0 19,600 0 0 Mark W. Young..................................... 1,000 19,600 1,000 *
- --------------- * Less than 1%. PLAN OF DISTRIBUTION The Offered Securities will be issued to the Selling Stockholders in connection with the Cometra Acquisition. The Offered Securities may be sold from time to time directly by the Selling Stockholders. The Offered Securities may also be sold by the Selling Stockholders in (a) ordinary brokerage transactions and in transactions in which brokers solicit purchasers, (b) sales to a broker or dealer as principal and resales by such broker or dealer for its own account pursuant to this Prospectus or (c) in a combination of such methods of sale, at market prices and other terms prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Offered Securities may be sold on any national securities exchange or automated interdealer quotation system on which shares of Common Stock are then listed, through negotiated transactions or otherwise. Brokers, dealers and agents who participate in the sale of the Offered Securities may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders and/or purchasers of the Offered Securities for whom they may act as agent. The Selling Stockholders and any brokers, dealers or agents that participate in the distribution of the Offered Securities might be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of such Offered Securities and any discounts, commissions or concessions received by any such brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. At the time a particular offer of any of the Offered Securities is made by the Selling Stockholders, to the extent required pursuant to the Securities Act, a supplement to this Prospectus will be distributed which describes the method of sale in greater detail. In addition, any Offered Securities which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. Pursuant to the provisions of a Registration Rights Agreement entered into between the Company and each of the Selling Stockholders, the Selling Stockholders will pay their costs and expenses of selling the shares of Common Stock offered hereunder, including commissions and discounts of underwriters, brokers, dealers or agents, and the Company will pay the costs and expenses incident to its registration and qualification of the Common Stock offered hereby, including registration and filing fees. In addition the Company has agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities arising under the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of shares of Common Stock against certain liabilities, including liabilities under the Securities Act. There can be no assurance that the Selling Stockholders will sell any or all of the shares of Common Stock offered by them hereunder. 5 7 USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Offered Securities by the Selling Stockholders. LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon for the Company by Vinson & Elkins L.L.P., Dallas, Texas INDEPENDENT AUDITORS The Consolidated Financial Statements of the Company (successor to Parker & Parsley and subsidiaries) have been incorporated by reference in the Prospectus in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers to a change in the method of accounting for the impairment of long-lived assets and for long-lived assets to be disposed of in 1995 and a change in the method of accounting for income taxes in 1993. The Consolidated Financial Statements of Mesa incorporated by reference in the Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said report. The Financial Statements of Greenhill Petroleum Corporation incorporated by reference in the Prospectus have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. The Consolidated Financial Statements of Chauvco Resources Ltd. incorporated by reference in the Prospectus have been audited by Price Waterhouse, chartered accountants, as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said report. RESERVE ENGINEERS The estimates of the Company's proved reserves as of December 31, 1996, incorporated by reference in the Prospectus, are based upon a reserve report prepared by the Company and audited by Netherland, Sewell & Associates, Inc., independent petroleum consultants, and are incorporated by reference herein upon the authority of such firm as experts with respect to such matters covered by such report. The estimates of Mesa's proved reserves as of December 31, 1996, incorporated by reference in the Prospectus with respect to its Hugoton and West Panhandle field properties, are based upon a reserve report prepared by Williamson Petroleum Consultants, Inc., independent petroleum consultants, and are incorporated by reference herein upon the authority of such firm as experts with respect to such matters covered by such report. The estimates of Greenhill Petroleum Corporation's proved reserves as of December 31, 1996, incorporated by reference in the Prospectus, are based upon a reserve report prepared by Miller and Lents Ltd., independent petroleum consultants, and are incorporated by reference herein upon the authority of such firm as experts with respect to such matters covered by such report. The estimates of Chauvco Resources Ltd. proved reserves as of December 31, 1996, incorporated by reference in the Prospectus are based upon reserve reports prepared by Gilbert Lausten Jung Associates, Ltd. and Martin Petroleum and Associates, independent petroleum consultants, and are incorporated by reference herein upon the authority of such firms as experts with respect to such matters covered by such reports. The Company anticipates that future estimates of its proved reserves will be prepared by the Company's internal petroleum engineers rather than independent petroleum consultants. 6 8 ====================================================== NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. --------------------- TABLE OF CONTENTS Available Information.................. 2 Incorporation of Certain Information by Reference............................ 2 The Company............................ 4 Risk Factors........................... 4 Forward Looking Statements............. 4 Selling Stockholders................... 5 Plan of Distribution................... 5 Use of Proceeds........................ 6 Legal Matters.......................... 6 Independent Auditors................... 6 Reserve Engineers...................... 6
====================================================== ====================================================== 1,654,290 SHARES PIONEER NATURAL RESOURCES COMPANY COMMON STOCK ------------------------ PROSPECTUS ------------------------ January , 1998 ====================================================== 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth those expenses to be incurred by the registrant, Pioneer Natural Resources Company (the "Company"), in connection with the issuance and distribution of the securities being registered. Except for the Securities and Exchange Commission registration fee, all amounts shown are estimates. Securities and Exchange Commission registration fee......... $11,376 Accounting fees and expenses................................ 5,000 Legal fees and expenses..................................... 5,000 Transfer agent's fees and expenses.......................... 5,000 Blue Sky fees and expenses, including counsel fees.......... 1,000 Listing fees................................................ 24,401 Printing and engraving expenses............................. 10,000 Miscellaneous............................................... 10,000 ------- Total............................................. $71,777 =======
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS Article Twelfth of the Amended and Restated Certificate of Incorporation of the registrant provides that the registrant must indemnify its officers and directors to the extent allowed by the Delaware General Corporation Law. Pursuant to Section 145 of the Delaware General Corporation Law, the registrant generally has the power to indemnify its present and former directors and officers against expenses and liabilities incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in those positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the registrant, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the registrant, however, indemnification is generally limited to attorneys' fees and other expenses and is not available if the person is adjudged to be liable to the registrant unless the court determines that indemnification is appropriate. The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The registrant also has the power to purchase and maintain insurance for its directors and officers. Additionally, Article Twelfth of the Amended and Restated Certificate of Incorporation provides that, in the event that an officer or director files suit against the registrant seeking indemnification of liabilities or expenses incurred, the burden will be on the registrant to prove that the indemnification would not be permitted under the Delaware General Corporation Law. The registrant has entered into Indemnification Agreements with each of its directors and officers. These agreements provide that the registrant must, within 30 days of a request, indemnify an officer or director for liabilities incurred to the fullest extent permitted by the Delaware General Corporation Law. The registrant must, within two days of a request, indemnify an officer or director for expenses incurred in the defense of a claim or other proceeding. The obligation of the registrant to provide the indemnification does not apply if, before the date on which the registrant must provide the indemnification, the registrant's Board of Directors, or a representative chosen by the Board of Directors, concludes that indemnification would be improper under the Delaware General Corporation Law. The preceding discussion of the registrant's Amended and Restated Certificate of Incorporation, Section 145 of the Delaware General Corporation Law, and the Indemnification Agreements is not intended to be exhaustive and is qualified in its entirety by the Amended and Restated Certificate of Incorporation, Section 145 of the Delaware General Corporation Law, and the Indemnification Agreements. II-1 10 ITEM 16 -- EXHIBITS There are filed with the Registration Statement the following 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, 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, Registration No. 333-26951). 3.3 -- Certificate of Designation 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. 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, File No. 001-13245, filed with the SEC on November 17, 2021). 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, 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, 2022). 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, 2022). 5.1* -- Opinion of Vinson & Elkins L.L.P. as to the legality of the securities to be registered. 9.1 -- Shareholder Agreement, dated as of April 6, 1997, between Mesa, Boone Pickens and Parker & Parsley (incorporated by reference to Exhibit 2.4 of Mesa's Form 8-K filed April 8, 1997). 9.2 -- Shareholders Agreement, dated as of April 6, 1997, between DNR and Mesa (incorporated by reference to Exhibit 2.2 of Mesa's Form 8-K filed April 8, 2022). 9.3 -- Voting and Exchange Trust Agreement among the Company, Pioneer Canada and Montreal Trust Company of Canada, as Trustee (incorporated by reference to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 2022). 9.4 -- 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, File No. 333-42315, filed with the SEC on December 15, 2021).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 9.5 -- Shareholders Agreement, dated as of September 3, 1997, by and among the Company, Chauvco, DNR-MESA Holdings, L.P. ("DNR"), Scott D. Sheffield and I. Jon Brumley (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 October 2, 2021). 9.6 -- 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, 2021). 10.1 -- Indenture, dated July 2, 1996, among Pioneer Natural Resources USA, Inc. ("Pioneer USA") (formerly MOC), as Issuer, the Company (Mesa's successor), 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 of Mesa's Form 10-Q dated August 13, 2022). 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 -- 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 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 4.18 of Mesa's Form 10-Q, dated August 13, 2022). 10.5 -- 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 10.4 (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). 10.6 -- 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 10.4 (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).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.7 -- Indentures relating to $50,000,000 principal amount of 8 1/2% Convertible Subordinated Debentures due 2005 of Dorchester Master Limited Partnership ($3,762,000 principal amount of which were outstanding and held by non-affiliates at December 31, 2021) and $100,000,000 principal amount of 9 1/2% Senior Notes due 2000 of Bridge Oil (U.S.A.) Inc. ($2,063,000 principal amount of which were outstanding at December 31, 2021) have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Company hereby agrees to furnish a copy of the indentures to the Securities and Exchange Commission upon request (incorporated by reference to Parker & Parsley's Form 10-K, dated December 31, 2021). 10.8 -- 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. 1-10695). 10.9 -- 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 10.8 (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). 10.10 -- 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 10.8 (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. 1-10695). 10.11 -- 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 10.8 (incorporated by reference to Exhibit 1.2 to Parker & Parsley's Current Report on Form 8-K, dated August 17, 1995, File No. 1-10695). 10.13 -- Agreement of Sale between Pioneer Corporation and Cabot Corporation, dated August 29, 2022 (incorporated by reference to Exhibit 10.5 to Pioneer Corporation's Form 10-K, dated December 31, 2021). 10.13 -- Settlement Agreement, dated March 15, 1989, by and among Mesa Operating Limited Partnership and Mesa Limited Partnership, et al., Energas Company and the City of Amarillo (incorporated by reference to Exhibit 10(k) to Mesa Limited Partnership's Form 10-K, dated December 31, 1990). 10.14 -- Gas Purchase Agreement, dated December 1, 1989, between Williams Natural Gas Company and Mesa Operating Limited Partnership acting on behalf of itself and as agent for Mesa Midcontinent Limited Partnership (incorporated by reference to Exhibit 10.1 to Registration Statement of Mesa Limited Partnership on Form S-3, Registration No. 33-32978). 10.15 -- "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 Form 10-K, dated December 31, 2021).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.16 -- 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. 033-51909). 10.17 -- Amended Peak Day Gas Purchase Agreement, dated effective June 19, 1991, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10(t) to Mesa's Form 10-K, dated December 31, 2021). 10.18 -- Omnibus Amendment to Collateral Instruments to Supplemental Stipulation and Agreement, dated June 19, 1991, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10(u) to Mesa's Form 10-K, dated December 31, 1991). 10.19 -- 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 Form 10-K dated, December 31, 2021). 10.20 -- Gas Supply Agreement, dated May 11, 1994, between MOC, as successor to Mesa Operating Limited Partnership, acting on behalf of itself and as agent for Hugoton Capital Limited Partnership, and Williams Gas Marketing Company, and Gas Supply Guarantee, dated May 11, 2022 (incorporated by reference to Exhibit 10.16 to Mesa's Form 10-K, dated December 31, 2021). 10.21 -- Gas Transportation Agreement, dated June 14, 1994, between Western Resources, Inc. and MOC, acting on behalf of itself and as agent for Hugoton Capital Limited Partnership (incorporated by reference to Exhibit 10.24 to Mesa's Form 10-K, dated December 31, 2021). 10.22 -- 1991 Stock Option Plan of Mesa (incorporated by reference to Exhibit 10(v) to Mesa's Form 10-K, dated December 31, 1991). 10.23 -- Interruptible Gas Transportation and Sales Agreement, dated January 1, 1991, between Mesa Operating Limited Partnership and Energas Company and Amendment, dated January 1, 2022 (incorporated by reference to Exhibit 10.22 to Mesa's Form 10-K, dated December 31, 2021). 10.24 -- "B" Contract Operating Agreement, dated January 1, 1988, between Mesa Operating Limited Partnership and Colorado Interstate Gas Company (incorporated by reference to Exhibit 10.23 to Mesa's Form 10-K, dated December 31, 1995). 10.25 -- Gathering Agreement, dated May 29, 1987, between Mesa Operating Limited Partnership and Colorado Interstate Gas Company (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.26 -- Amendment to Gathering Agreement, dated July 15, 1990, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10.24 to Mesa's Form 10-K, dated December 31, 1995). 10.27 -- Amendment to 1990 Gathering Agreement Amendment, dated September 1, 1997, between Colorado Interstate Gas Company and Pioneer USA (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.28 -- Gas Purchase Agreement, dated January 1, 1996, between MOC, as Seller, and KN Marketing L.P., as Buyer, and Amendment, dated August 1, 2022 (incorporated by reference to Exhibit 10.25 to Mesa's Form 10-K, dated December 31, 2021). 10.29 -- Employment Agreement, dated as of August 21, 1996, between Mesa and I. Jon Brumley (incorporated by reference to Exhibit 10.26 of Mesa's Form 10-K, dated December 31, 2021). 10.30 -- Stock Purchase Agreement, dated April 26, 1996, between Mesa and DNR (incorporated by reference to Exhibit No. 10 to Mesa's Form 8-K filed on April 29, 2022). 10.31 -- 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). 10.32 -- 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). 10.33 -- Parker & Parsley Petroleum Company 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). 10.34 -- First Amendment to the Parker & Parsley Petroleum Company Long-Term Incentive Plan, dated August 23, 2022 (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). 10.35 -- 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). 10.36 -- 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). 10.37 -- Schedule identifying additional documents substantially identical to the Amendment to Agreement of Partnership of P&P; Employees 89-B GP included as Exhibit 10.5 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).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.38 -- 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). 10.39 -- 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). 10.40 -- 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). 10.41 -- Development Drilling Program Agreement of Parker & Parsley 91-A Development Drilling Program, dated September 30, 1991, among Parker & Parsley Development Company, the P&P; Employee Participants (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), P&P; Employees 91-A, GP, and Parker & Parsley 91-A, L.P., 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 10.63 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.42 -- Development Drilling Program Agreement, dated August 1, 1989, among Parker & Parsley, Ltd., Parker & Parsley Development Partners L.P., certain key employees of Parker & Parsley, Ltd. (which includes individuals who are directors and executive officers of Parker & Parsley), and related persons, P&P; Employees 89-A GP, and Parker & Parsley 89-A, GP, and Parker & Parsley 89-A, L.P., 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 10.56 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.43 -- Amendment to Development Drilling Program Agreement, dated February 19, 1991, amending the Development Drilling Program Agreement included in Exhibit 10.11, 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 10.66 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.44 -- 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). 10.45 -- Agreement of Limited Partnership of Parker & Parsley 1992 Direct Investment Program, Ltd., dated as of July 24, 1992, among Parker & Parsley Development Company, as managing general partner, and certain key employees of Parker & Parsley (including individuals who are directors and executive officers of Parker & Parsley), as non-managing general partners and limited partners (incorporated by reference to Exhibit 10.57 to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 1-10695). 10.46 -- Agreement of Limited Partnership of Parker & Parsley 1993 Direct Investment Program, Ltd., dated as of January 1, 1993, among Parker & Parsley Development Company, as managing general partner, and certain key employees of Parker & Parsley (including individuals who are directors and executive officers of Parker & Parsley), as non-managing general partners and limited partners (incorporated by reference to Exhibit 10.49 to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 1-10695). 10.47 -- Agreement of Limited Partnership of Parker & Parsley 1994 Direct Investment Program, Ltd., dated as of January 1, 1994, among Parker & Parsley Development Company, as managing general partner, and certain key employees of Parker & Parsley (including individuals who are directors and executive officers of Parker & Parsley), as non-managing general partners and limited partners (incorporated by reference to Exhibit 10.20 to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1994, Commission File No. 1-10695). 10.48 -- Stock Acquisition Loan Agreements entered into as of June 15, 1995, between Parker & Parsley and Scott D. Sheffield, together with Schedule I identifying named executive officers with substantially identical agreements, providing for Parker & Parsley's loans to such officers (incorporated by reference to Exhibit 10.48 to the Company's Registration Statement on Form S-3, File No. 333-42315). 10.49 -- Omnibus Amendment to Nonstatutory Stock Option Agreements, included as part of the 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 Long-Term Incentive Plan (incorporated by reference to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1995, Commission File No. 1-10695).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.50 -- 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). 10.51 -- 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). 10.52 -- Pioneer Natural Resources Company 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). 10.53 -- Pioneer Natural Resources Company 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). 10.54 -- Pioneer Natural Resources Company 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). 10.55 -- Pioneer Natural Resources USA, Inc. 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-39249). 10.56 -- 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 Form 8-K, File No. 001-13245, dated December 18, 2021). 10.57 -- 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 Form 8-K, File No. 001-13245, dated December 18, 2021). 10.58 -- 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, dated December 18, 1997).
II-9 18
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.59 -- 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 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.60 -- 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 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.61 -- 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, dated as of July 2, 1996, as amended, relating to Pioneer USA's 10 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.62 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSubl, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the Indenture, dated as of July 2, 1996, as amended, relating to Pioneer USA's 10 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.63 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSubl, 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, dated as of July 2, 1996, as amended, relating to Pioneer USA's 10 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.65 -- 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 11 5/8% Senior Subordinated Discount Notes Due 2006 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.66 -- 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 11 5/8% Senior Subordinated Discount Notes due 2006 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.67 -- 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, dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.68 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA (formerly known as MOC), a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSubl, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the Indenture dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Discount Notes due 2006 (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, 2022). 10.69 -- Fifth Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSubl, Inc. (as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer Debt Co, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the Indenture dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Discount Notes due 2006 (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, 2022). 10.70 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSubl, 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 dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Discount Notes due 2006 (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, 2022). 10.71 -- 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, 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 10.9 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.72 -- Second Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, Pioneer NewSubl, Inc., a Texas corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the Indenture, dated as of April 12, 1995, as amended, relating to Pioneer USA's 8 7/8% Senior Notes Due 2005 and 8 1/4% Senior Notes Due 2007 (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, 2022).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.73 -- Third Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSubl, 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, dated as of April 12, 1995, as amended, relating to Pioneer USA's 8 7/8% Senior Notes due 2005 and 8 1/4% Senior Notes due 2007 (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, 2022). 10.74 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSubl, 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, dated as of April 12, 1995, as amended, relating to Pioneer USA's 8 7/8% Senior Notes due 2005 and 8 1/4% Senior Notes due 2007 (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, 2022). 10.75 -- 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, dated as of April 12, 1995, between Pioneer USA and The Chase Manhattan Bank, a New York banking association, as Trustee (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, 2022). 10.76 -- 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, 2022). 10.77 -- 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, 2022). 10.78 -- Combination Agreement, dated September 3, 1997, between the Company and Chauvco Resources Ltd. ("Chauvco") (incorporated by reference to Exhibit 2.1 to Pioneer's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on October 2, 2021). 10.79 -- Plan of Arrangement 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). 10.80 -- Support Agreement between the Company and Pioneer Natural Resources (Canada) Ltd. ("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, 2022). 10.81 -- 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, dated January 13, 2022).
II-12 21
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.82 -- 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 (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, dated January 13, 2022). 10.83 -- 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, dated January 13, 2022). 10.84 -- 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, dated January 13, 2022). 10.85 -- 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, dated January 13, 1998). 10.86 -- 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, dated January 13, 1998). 23.1* -- Consent of KPMG Peat Marwick LLP. 23.2* -- Consent of Arthur Andersen LLP. 23.3* -- Consent of Price Waterhouse, chartered accountants. 23.4* -- Consent of Coopers & Lybrand L.L.P. 23.5* -- Consent of Netherland, Sewell & Associates, Inc. 23.6* -- Consent of Williamson Petroleum Consultants, Inc. 23.7* -- Consent of Miller and Lents, Ltd. 23.8* -- Consent of Gilbert Lausten Jung Associates, Ltd. 23.9* -- Consent of Martin Petroleum and Associates. 23.10* -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1* -- Powers of Attorney of directors and officers of the Company (included on page II-15 to this Registration Statement).
- --------------- * Filed herewith. ITEM 17 -- UNDERTAKINGS The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (2) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (3) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to the information in this Registration Statement; II-13 22 Provided, however, that clauses (1) and (2) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 15 above or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by the director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue. II-14 23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on January 16, 1998. PIONEER NATURAL RESOURCES COMPANY By: /s/ SCOTT D. SHEFFIELD ------------------------------------ Scott D. Sheffield, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Scott D. Sheffield, Mark L. Withrow and M. Garrett Smith, or any of them, as his attorney-in-fact to sign on his behalf individually and in the capacity stated below all amendments and post-effective amendments to this Registration Statement (including any additional registration statement filed pursuant to Rule 462 of the Securities Act of 1933 with respect to this Registration Statement) as that attorney-in-fact may deem necessary or appropriate.
SIGNATURE TITLE DATE --------- ----- ---- /s/ I. JON BRUMLEY Chairman of the Board and JANUARY 16, 2022 - ----------------------------------------------------- Director I. Jon Brumley /s/ SCOTT D. SHEFFIELD Director, President and Chief JANUARY 16, 2022 - ----------------------------------------------------- Executive Officer (principal Scott D. Sheffield executive officer) /s/ M. GARRETT SMITH Executive Vice President and JANUARY 16, 2022 - ----------------------------------------------------- Chief Financial Officer M. Garrett Smith (principal financial and accounting officer) /s/ JAMES R. BAROFFIO Director JANUARY 16, 2022 - ----------------------------------------------------- James R. Baroffio /s/ R. HARTWELL GARDNER Director JANUARY 16, 2022 - ----------------------------------------------------- R. Hartwell Gardner /s/ JOHN S. HERRINGTON Director JANUARY 16, 2022 - ----------------------------------------------------- John S. Herrington /s/ KENNETH A. HERSH Director JANUARY 16, 2022 - ----------------------------------------------------- Kenneth A. Hersh /s/ JAMES L. HOUGHTON Director JANUARY 16, 2022 - ----------------------------------------------------- James L. Houghton /s/ JERRY P. JONES Director JANUARY 16, 2022 - ----------------------------------------------------- Jerry P. Jones
II-15 24 /s/ T. BOONE PICKENS Director JANUARY 16, 2022 - ------------------------------------------------------ T. Boone Pickens /s/ RICHARD E. RAINWATER Director JANUARY 16, 2022 - ------------------------------------------------------ Richard E. Rainwater /s/ CHARLES E. RAMSEY, JR. Director JANUARY 16, 2022 - ------------------------------------------------------ Charles E. Ramsey, Jr. /s/ ARTHUR L. SMITH Director JANUARY 16, 2022 - ------------------------------------------------------ Arthur L. Smith /s/ PHILIP B. SMITH Director JANUARY 16, 2022 - ------------------------------------------------------ Philip B. Smith /s/ ROBERT L. STILLWELL Director JANUARY 16, 2022 - ------------------------------------------------------ Robert L. Stillwell /s/ MICHAEL D. WORTLEY Director JANUARY 16, 2022 - ------------------------------------------------------ Michael D. Wortley
II-16 25 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, 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, Registration No. 333-26951). 3.3 -- Certificate of Designation 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. 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, File No. 001-13245, filed with the SEC on November 17, 2021). 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, 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, 2022). 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, 2022). 5.1* -- Opinion of Vinson & Elkins L.L.P. as to the legality of the securities to be registered. 9.1 -- Shareholder Agreement, dated as of April 6, 1997, between Mesa, Boone Pickens and Parker & Parsley (incorporated by reference to Exhibit 2.4 of Mesa's Form 8-K filed April 8, 1997). 9.2 -- Shareholders Agreement, dated as of April 6, 1997, between DNR and Mesa (incorporated by reference to Exhibit 2.2 of Mesa's Form 8-K filed April 8, 2022). 9.3 -- Voting and Exchange Trust Agreement among the Company, Pioneer Canada and Montreal Trust Company of Canada, as Trustee (incorporated by reference to the Company's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on January 2, 2022). 9.4 -- 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, File No. 333-42315, filed with the SEC on December 15, 2021). 9.5 -- Shareholders Agreement, dated as of September 3, 1997, by and among the Company, Chauvco, DNR-MESA Holdings, L.P. ("DNR"), Scott D. Sheffield and I. Jon Brumley (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 October 2, 2021).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 9.6 -- 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, 2021). 10.1 -- Indenture, dated July 2, 1996, among Pioneer Natural Resources USA, Inc. ("Pioneer USA") (formerly MOC), as Issuer, the Company (Mesa's successor), 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 of Mesa's Form 10-Q dated August 13, 2022). 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 -- 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 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 4.18 of Mesa's Form 10-Q, dated August 13, 2022). 10.5 -- 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 10.4 (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). 10.6 -- 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 10.4 (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). 10.7 -- Indentures relating to $50,000,000 principal amount of 8 1/2% Convertible Subordinated Debentures due 2005 of Dorchester Master Limited Partnership ($3,762,000 principal amount of which were outstanding and held by non-affiliates at December 31, 2021) and $100,000,000 principal amount of 9 1/2% Senior Notes due 2000 of Bridge Oil (U.S.A.) Inc. ($2,063,000 principal amount of which were outstanding at December 31, 2021) have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Company hereby agrees to furnish a copy of the indentures to the Securities and Exchange Commission upon request (incorporated by reference to Parker & Parsley's Form 10-K, dated December 31, 2021). 10.8 -- 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. 1-10695).
27
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.9 -- 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 10.8 (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). 10.10 -- 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 10.8 (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. 1-10695). 10.11 -- 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 10.8 (incorporated by reference to Exhibit 1.2 to Parker & Parsley's Current Report on Form 8-K, dated August 17, 1995, File No. 1-10695). 10.13 -- Agreement of Sale between Pioneer Corporation and Cabot Corporation, dated August 29, 2022 (incorporated by reference to Exhibit 10.5 to Pioneer Corporation's Form 10-K, dated December 31, 2021). 10.13 -- Settlement Agreement, dated March 15, 1989, by and among Mesa Operating Limited Partnership and Mesa Limited Partnership, et al., Energas Company and the City of Amarillo (incorporated by reference to Exhibit 10(k) to Mesa Limited Partnership's Form 10-K, dated December 31, 1990). 10.14 -- Gas Purchase Agreement, dated December 1, 1989, between Williams Natural Gas Company and Mesa Operating Limited Partnership acting on behalf of itself and as agent for Mesa Midcontinent Limited Partnership (incorporated by reference to Exhibit 10.1 to Registration Statement of Mesa Limited Partnership on Form S-3, Registration No. 33-32978). 10.15 -- "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 Form 10-K, dated December 31, 2021). 10.16 -- 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. 033-51909). 10.17 -- Amended Peak Day Gas Purchase Agreement, dated effective June 19, 1991, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10(t) to Mesa's Form 10-K, dated December 31, 2021). 10.18 -- Omnibus Amendment to Collateral Instruments to Supplemental Stipulation and Agreement, dated June 19, 1991, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10(u) to Mesa's Form 10-K, dated December 31, 1991). 10.19 -- 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 Form 10-K dated, December 31, 2021).
28
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.20 -- Gas Supply Agreement, dated May 11, 1994, between MOC, as successor to Mesa Operating Limited Partnership, acting on behalf of itself and as agent for Hugoton Capital Limited Partnership, and Williams Gas Marketing Company, and Gas Supply Guarantee, dated May 11, 2022 (incorporated by reference to Exhibit 10.16 to Mesa's Form 10-K, dated December 31, 2021). 10.21 -- Gas Transportation Agreement, dated June 14, 1994, between Western Resources, Inc. and MOC, acting on behalf of itself and as agent for Hugoton Capital Limited Partnership (incorporated by reference to Exhibit 10.24 to Mesa's Form 10-K, dated December 31, 2021). 10.22 -- 1991 Stock Option Plan of Mesa (incorporated by reference to Exhibit 10(v) to Mesa's Form 10-K, dated December 31, 1991). 10.23 -- Interruptible Gas Transportation and Sales Agreement, dated January 1, 1991, between Mesa Operating Limited Partnership and Energas Company and Amendment, dated January 1, 2022 (incorporated by reference to Exhibit 10.22 to Mesa's Form 10-K, dated December 31, 2021). 10.24 -- "B" Contract Operating Agreement, dated January 1, 1988, between Mesa Operating Limited Partnership and Colorado Interstate Gas Company (incorporated by reference to Exhibit 10.23 to Mesa's Form 10-K, dated December 31, 1995). 10.25 -- Gathering Agreement, dated May 29, 1987, between Mesa Operating Limited Partnership and Colorado Interstate Gas Company (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.26 -- Amendment to Gathering Agreement, dated July 15, 1990, between Colorado Interstate Gas Company and Mesa Operating Limited Partnership (incorporated by reference to Exhibit 10.24 to Mesa's Form 10-K, dated December 31, 1995). 10.27 -- Amendment to 1990 Gathering Agreement Amendment, dated September 1, 1997, between Colorado Interstate Gas Company and Pioneer USA (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, File No. 001-13245). 10.28 -- Gas Purchase Agreement, dated January 1, 1996, between MOC, as Seller, and KN Marketing L.P., as Buyer, and Amendment, dated August 1, 2022 (incorporated by reference to Exhibit 10.25 to Mesa's Form 10-K, dated December 31, 2021). 10.29 -- Employment Agreement, dated as of August 21, 1996, between Mesa and I. Jon Brumley (incorporated by reference to Exhibit 10.26 of Mesa's Form 10-K, dated December 31, 2021). 10.30 -- Stock Purchase Agreement, dated April 26, 1996, between Mesa and DNR (incorporated by reference to Exhibit No. 10 to Mesa's Form 8-K filed on April 29, 2022). 10.31 -- 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). 10.32 -- 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). 10.33 -- Parker & Parsley Petroleum Company 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).
29
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.34 -- First Amendment to the Parker & Parsley Petroleum Company Long-Term Incentive Plan, dated August 23, 2022 (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). 10.35 -- 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). 10.36 -- 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). 10.37 -- Schedule identifying additional documents substantially identical to the Amendment to Agreement of Partnership of P&P; Employees 89-B GP included as Exhibit 10.5 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). 10.38 -- 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). 10.39 -- 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). 10.40 -- 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).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.41 -- Development Drilling Program Agreement of Parker & Parsley 91-A Development Drilling Program, dated September 30, 1991, among Parker & Parsley Development Company, the P&P; Employee Participants (as defined therein, which includes individuals who are directors and executive officers of Parker & Parsley), P&P; Employees 91-A, GP, and Parker & Parsley 91-A, L.P., 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 10.63 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.42 -- Development Drilling Program Agreement, dated August 1, 1989, among Parker & Parsley, Ltd., Parker & Parsley Development Partners L.P., certain key employees of Parker & Parsley, Ltd. (which includes individuals who are directors and executive officers of Parker & Parsley), and related persons, P&P; Employees 89-A GP, and Parker & Parsley 89-A, GP, and Parker & Parsley 89-A, L.P., 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 10.56 to Parker & Parsley's Registration Statement on Form S-4, dated December 31, 1990, Registration No. 33-38436). 10.43 -- Amendment to Development Drilling Program Agreement, dated February 19, 1991, amending the Development Drilling Program Agreement included in Exhibit 10.11, 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 10.66 to Parker & Parsley's Registration Statement on Form S-1, dated February 28, 1992, Registration No. 33-46082). 10.44 -- 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). 10.45 -- Agreement of Limited Partnership of Parker & Parsley 1992 Direct Investment Program, Ltd., dated as of July 24, 1992, among Parker & Parsley Development Company, as managing general partner, and certain key employees of Parker & Parsley (including individuals who are directors and executive officers of Parker & Parsley), as non-managing general partners and limited partners (incorporated by reference to Exhibit 10.57 to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 1-10695). 10.46 -- Agreement of Limited Partnership of Parker & Parsley 1993 Direct Investment Program, Ltd., dated as of January 1, 1993, among Parker & Parsley Development Company, as managing general partner, and certain key employees of Parker & Parsley (including individuals who are directors and executive officers of Parker & Parsley), as non-managing general partners and limited partners (incorporated by reference to Exhibit 10.49 to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 1-10695). 10.47 -- Agreement of Limited Partnership of Parker & Parsley 1994 Direct Investment Program, Ltd., dated as of January 1, 1994, among Parker & Parsley Development Company, as managing general partner, and certain key employees of Parker & Parsley (including individuals who are directors and executive officers of Parker & Parsley), as non-managing general partners and limited partners (incorporated by reference to Exhibit 10.20 to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1994, Commission File No. 1-10695).
31
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.48 -- Stock Acquisition Loan Agreements entered into as of June 15, 1995, between Parker & Parsley and Scott D. Sheffield, together with Schedule I identifying named executive officers with substantially identical agreements, providing for Parker & Parsley's loans to such officers (incorporated by reference to Exhibit 10.48 to the Company's Registration Statement on Form S-3, File No. 333-42315). 10.49 -- Omnibus Amendment to Nonstatutory Stock Option Agreements, included as part of the 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 Long-Term Incentive Plan (incorporated by reference to Parker & Parsley's Annual Report on Form 10-K for the year ended December 31, 1995, Commission File No. 1-10695). 10.50 -- 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). 10.51 -- 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). 10.52 -- Pioneer Natural Resources Company 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). 10.53 -- Pioneer Natural Resources Company 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). 10.54 -- Pioneer Natural Resources Company 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). 10.55 -- Pioneer Natural Resources USA, Inc. 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-39249). 10.56 -- 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 Form 8-K, File No. 001-13245, dated December 18, 2021). 10.57 -- 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 Form 8-K, File No. 001-13245, dated December 18, 2021).
32
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.58 -- 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, dated December 18, 1997). 10.59 -- 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 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.60 -- 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 10 5/8% Senior Subordinated Notes Due 2006 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.61 -- 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, dated as of July 2, 1996, as amended, relating to Pioneer USA's 10 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.62 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSubl, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the Indenture, dated as of July 2, 1996, as amended, relating to Pioneer USA's 10 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.63 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSubl, 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, dated as of July 2, 1996, as amended, relating to Pioneer USA's 10 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.65 -- 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 11 5/8% Senior Subordinated Discount Notes Due 2006 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.66 -- 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 11 5/8% Senior Subordinated Discount Notes due 2006 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021).
33
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.67 -- 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, dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Notes due 2006 (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, 2022). 10.68 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA (formerly known as MOC), a Delaware corporation, the Company, a Delaware corporation, Pioneer NewSubl, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the Indenture dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Discount Notes due 2006 (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, 2022). 10.69 -- Fifth Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSubl, Inc. (as successor to Pioneer USA), a Texas corporation, the Company, a Delaware corporation, Pioneer Debt Co, Inc., a Texas corporation, and Harris Trust and Savings Bank, an Illinois corporation, as Trustee, with respect to the Indenture dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Discount Notes due 2006 (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, 2022). 10.70 -- Sixth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSubl, 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 dated as of July 2, 1996, as amended, relating to Pioneer USA's 11 5/8% Senior Subordinated Discount Notes due 2006 (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, 2022). 10.71 -- 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, 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 10.9 to the Company's Registration Statement on Form S-3, Registration No. 333-39381, filed with the SEC on November 3, 2021). 10.72 -- Second Supplemental Indenture, dated as of December 30, 1997, among Pioneer USA, a Delaware corporation, Pioneer NewSubl, Inc., a Texas corporation, and The Chase Manhattan Bank, a New York banking association, as Trustee, with respect to the Indenture, dated as of April 12, 1995, as amended, relating to Pioneer USA's 8 7/8% Senior Notes Due 2005 and 8 1/4% Senior Notes Due 2007 (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, 2022). 10.73 -- Third Supplemental Indenture, dated as of December 30, 1997, among Pioneer NewSubl, 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, dated as of April 12, 1995, as amended, relating to Pioneer USA's 8 7/8% Senior Notes due 2005 and 8 1/4% Senior Notes due 2007 (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, 2022).
34
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.74 -- Fourth Supplemental Indenture, dated as of December 30, 1997, among Pioneer DebtCo, Inc. (as successor to Pioneer NewSubl, 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, dated as of April 12, 1995, as amended, relating to Pioneer USA's 8 7/8% Senior Notes due 2005 and 8 1/4% Senior Notes due 2007 (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, 2022). 10.75 -- 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, dated as of April 12, 1995, between Pioneer USA and The Chase Manhattan Bank, a New York banking association, as Trustee (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, 2022). 10.76 -- 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, 2022). 10.77 -- 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, 2022). 10.78 -- Combination Agreement, dated September 3, 1997, between the Company and Chauvco Resources Ltd. ("Chauvco") (incorporated by reference to Exhibit 2.1 to Pioneer's Current Report on Form 8-K, File No. 001-13245, filed with the SEC on October 2, 2021). 10.79 -- Plan of Arrangement 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). 10.80 -- Support Agreement between the Company and Pioneer Natural Resources (Canada) Ltd. ("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, 2022). 10.81 -- 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, dated January 13, 2022). 10.82 -- 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 (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, dated January 13, 2022). 10.83 -- 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, dated January 13, 2022). 10.84 -- 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, dated January 13, 2022). 10.85 -- 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, dated January 13, 1998).
35
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.86 -- 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, dated January 13, 1998). 23.1* -- Consent of KPMG Peat Marwick LLP. 23.2* -- Consent of Arthur Andersen LLP. 23.3* -- Consent of Price Waterhouse, chartered accountants. 23.4* -- Consent of Coopers & Lybrand L.L.P. 23.5* -- Consent of Netherland, Sewell & Associates, Inc. 23.6* -- Consent of Williamson Petroleum Consultants, Inc. 23.7* -- Consent of Miller and Lents, Ltd. 23.8* -- Consent of Gilbert Lausten Jung Associates, Ltd. 23.9* -- Consent of Martin Petroleum and Associates. 23.10* -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1* -- Powers of Attorney of directors and officers of the Company (included on page II-15 to this Registration Statement).
- --------------- * Filed herewith.
   1
                                                                     EXHIBIT 5.1
                     [Letterhead of Vinson & Elkins L.L.P.]
                                January 15, 2022
Pioneer Natural Resources Company
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, Texas  75039
Ladies and Gentlemen:
         We have acted as counsel for Pioneer Natural Resources Company, a
Delaware corporation (the "COMPANY"), in connection with the Company's
registration under the Securities Act of 1933, as amended (the "ACT"), of
1,654,290 shares (the "SHARES") of common stock, par value $.01 per share, of
the Company (the "COMMON STOCK") issued pursuant to that certain Purchase and
Sale Agreement, dated as of October 22, 1997, between Pioneer Natural Resources
USA, Inc., a direct wholly-owned subsidiary of the Company, and Cometra Energy,
L.P., a Texas limited partnership, which Agreement was confirmed and executed
by the Company (the "PURCHASE AGREEMENT"), under the Company's Registration
Statement on Form S-3 (the "REGISTRATION STATEMENT") to be filed with the
Securities and Exchange Commission (the "COMMISSION") on January 16, 1998.
         In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Amended and Restated Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware, (iii) the Restated Bylaws of
the Company, (iv) certain minutes of meetings of, and resolutions adopted by,
the Board of Directors of the Company authorizing the issuance and offering of
the Shares, and (v) the Purchase Agreement.
         We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, and (v) all persons executing and
delivering the documents we examined were competent to execute and deliver such
documents.
         Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares are
legally issued, fully paid and non-assessable.
   2
Pioneer Natural Resources Company
January 15, 2022
Page 2
         This opinion is limited in all respects to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America.  You should be aware that we are not admitted to the
practice of law in the State of Delaware.
         This opinion letter may be filed as an exhibit to the Registration
Statement.  In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
                                        Very truly yours,
                                        /s/ Vinson & Elkins L.L.P.
   1
                                                                    EXHIBIT 23.1
                        CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors and Stockholders
Pioneer Natural Resources Company
         We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
registration statement. Our reports refer to a change in the method of
accounting for the impairment of long-lived assets and for long-lived assets to
be disposed of and a change in the method of accounting for income taxes.
                                                  /s/ KPMG PEAT MARWICK LLP
                                                 KPMG PEAT MARWICK LLP
Midland, Texas
January 9, 2022
   1
                                                                    EXHIBIT 23.2
                   CONSENT TO INDEPENDENT PUBLIC ACCOUNTANTS
         As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
Registration Statement.
                                                  /s/ ARTHUR ANDERSEN LLP
Dallas, Texas
January 8, 2022
   1
                                                                    EXHIBIT 23.3
                       CONSENT OF INDEPENDENT ACCOUNTANTS
         We consent to the incorporation by reference in this Form S-3
registration statement of Pioneer Natural Resources Company of our report dated
February 14, 2022 except for Notes 12(b) and (c) which are as of September 3,
1997 and October 29., 1997, respectively, on our audit of the consolidated
financial statements of Chauvco Resources Ltd. as at December 31, 2021 and 1995
and for each of the years in the three year period ended December 31, 1996, and
to all references to our Firm included in or made a part of this registration
statement.
                                                  /s/ Price Waterhouse
                                                 Chartered Accountants
Calgary, Alberta
January 9, 2022
   1
                                                                    EXHIBIT 23.4
                       CONSENT OF INDEPENDENT ACCOUNTANTS
         We consent to the incorporation by reference in this Form S-3
registration statement of Pioneer Natural Resources Company of our report dated
July 26, 1996, on our audit of the financial statements of Greenhill Petroleum
Corporation as of June 30, 1996, and for the year then ended. We also consent to
the reference to our firm under the caption "Expert."
                                                  /s/ Coopers & Lybrand L.L.P.
                                                 -------------------------------
                                                 Coopers & Lybrand L.L.P.
Houston, Texas
January 12, 2022
   1
                                                                    EXHIBIT 23.5
           CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
         We hereby consent to the use of our audit letter prepared for Parker &
Parsley Petroleum Company, effective December 31, 1996, and to all references
to our firm included in or made a part of this Registration Statement on Form
S-3 of Pioneer Natural Resources Company.
                                           NETHERLAND, SEWELL & ASSOCIATES, INC.
                                           By: /s/ Frederic D. Sewell
                                              ----------------------------------
                                              Frederic D. Sewell
                                              President
Dallas, Texas
January 9, 2022
   1
                                                                    EXHIBIT 23.6
              [WILLIAMSON PETROLEUM CONSULTANTS, INC. LETTERHEAD]
                CONSENT OF INDEPENDENT ENGINEERS AND GEOLOGISTS
         Williamson Petroleum Consultants, Inc. ("Williamson") hereby consents
to the incorporation by reference to our report entitled "Evaluation and Review
of Oil and Gas Reserves to the Interests of Mesa Inc. in the Hugoton Area,
Various Counties, Kansas and West Panhandle Area, Various Counties, Texas,
Effective December 31, 1996, for Disclosure to the Securities and Exchange
Commission, Williamson Project 6.8421" dated March 17, 1997, with respect to
Mesa Inc. and to all references to our firm included in or made a part of the
Pioneer Natural Resources Company Registration Statement on Form S-3 to be
filed on January 16, 1997.
                                    /s/ Williamson Petroleum Consultants, Inc.
                                   ---------------------------------------------
                                   WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
JANUARY 16, 2022
   1
                                                                    EXHIBIT 23.7
                      [MILLER AND LENTS, LTD. LETTERHEAD]
                                January 9, 2022
Pioneer Natural Resources Company
1400 Williams Square West
5205 N. O'Connor Blvd.
Irving, Texas  75039-3746
                Re:      Consent of Independent Petroleum Engineers and Geology
Gentlemen:
         We hereby consent to the incorporation by reference of our report
dated February 24, 2022 entitled "Reserve and Net Revenue Forecast as of
December 31, 1996, SEC Price Case" with respect to Greenhill Petroleum
Corporation and MESA Inc. and to all references to our firm included in or made
a part of the Registration Statement on Form S-3 of Pioneer Natural Resources
Company.
                                            Very truly yours,
                                            MILLER AND LENTS, LTD.
                                            By: /s/ P.G. Von Tungeln
                                               ---------------------------------
                                               P.G. Von Tungeln, Chairman
   1
                                                                    EXHIBIT 23.8
               [GILBERT LAUSTSEN JUNG ASSOCIATES LTD. LETTERHEAD]
                CONSENT OF INDEPENDENT ENGINEERS AND GEOLOGISTS
        We hereby consent to the incorporation by reference of our reports
entitled:
        --   Chauvco Resources  Ltd. (Tidal  Properties), Reserve Determination 
             and Economic Analysis, effective January 1, 1997, dated February 
             14, 1997.
        --   Chauvco Resources (Gabon) S.A., Remboue Field, Reserve 
             Determination and Economic Analysis, effective December 31, 1996, 
             dated February 14, 1997.
        --   Chauvco Resources (Gabon) S.A., Remboue Field, Reserve 
             Determination and Economic Analysis, effective August 1, 1997, 
             dated August 19, 1997.
        --   Chauvco Resources (Argentina) S.A., Reserve Determination and 
             Economic Analysis, effective December 31, 1996, dated January 21, 
             1997.
and to all references to our firm included in or made a part of this
Registration Statement on Form S-3 of Pioneer Natural Resources Company.
                                        Yours very truly,
                                        GILBERT LAUSTSEN JUNG ASSOCIATES LTD.
                                        per: /s/ Wayne W. Chow
                                            ------------------------------------
                                             Wayne W. Chow, P.Eng.
                                             Vice President
Calgary, Alberta
Dated:  January 9, 2022
   1
                                                                    EXHIBIT 23.9
                        [MARTIN PETROLEUM & ASSOCIATES]
                CONSENT OF INDEPENDENT ENGINEERS AND GEOLOGISTS
         We hereby consent to the incorporation by reference of our report
entitled "Audit of Evaluation of Oil and Gas Reserves of Chauvco Resources
Ltd." prepared for Chauvco Resources Ltd. dated February 8, 2022 and to all
references to our firm included in or made a part of this Registration
Statement on Form S-3 of Pioneer Natural Resources Company.
                                          MARTIN PETROLEUM & ASSOCIATES
                                          By: /s/ John M. Hewitt
                                             -----------------------------------
                                              John M. Hewitt, M.A., P.Eng.
                                              Associated Partner
Calgary, Alberta
January 8, 2022

Data Provided by Refinitiv. Minimum 15 minutes delayed.