exv10w4



 





Exhibit 10.4




First Amendment




TO




AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




November 20, 2007




among




PIONEER NATURAL RESOURCES COMPANY,

as the Borrower




JPMORGAN CHASE BANK, N.A.

as Administrative Agent




and

The Lenders Party Hereto




 






 









 








     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated
as of November 20, 2007, among Pioneer Natural Resources
Company, a Delaware corporation, as the
Borrower, JPMorgan Chase
Bank, N.A., as Administrative Agent, and the
Lenders party hereto,.



R E C I T A L S




     A. The Borrower, the Administrative Agent, and the Lenders party thereto are parties to that
certain Amended and Restated Credit Agreement dated as of April 11, 2007 (the “Credit Agreement”),
pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.



     B. The Borrower has requested and the Lenders have agreed to amend certain provisions of the
Credit Agreement.



     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but
which is not defined in this First Amendment, shall have the meaning ascribed such term in the
Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer
to sections of the Credit Agreement.



     Section 2. Amendments to Credit Agreement.



     2.1 Amendments to Section 1.01.



     (a) The definition of “Agreement” in Section 1.01 of the Credit Agreement is hereby amended in
its entirety to read as follows:




     “Agreement” means this Credit Agreement, as amended by the First Amendment, as the
same may from time to time be amended, modified, supplemented or restated.



     (b) The definition of “PV” in Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:




     “PV” means the calculation of the net present value of projected future cash flows
from Proved Reserves based upon the most recently delivered Reserve Information (using the
arithmetical average of the discount rate and customary price deck of JPMorgan Chase Bank,
N.A. and Wachovia Bank, National Association as of the effective date of such Reserve
Information, giving effect to the Borrower’s hedging arrangements and long-term contracts,
and using future capital cost assumptions proposed by the Borrower and reasonably
acceptable to JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association). For
purposes of calculating the PV, a maximum



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of 35% of the PV value will be included from Proved Reserves that are not proved developed
producing reserves. If, during any period between the effective dates of the Reserve
Information, the aggregate fair market value, in the reasonable opinion of the Borrower, of
Oil and Gas Properties disposed of or purchased by the Borrower and the Restricted
Subsidiaries shall exceed $100,000,000, then the PV for such period shall be reduced or
increased, as the case may be, from time to time, by an amount equal to the value assigned
such Oil and Gas Properties in the most recent calculation of the PV for such period (or if
no value was assigned, by an amount agreed to by the Borrower, JPMorgan Chase Bank, N.A.
and Wachovia Bank, National Association). PV shall reflect the deferred revenue with
respect to production payments included in Total Debt, at a value that is equal to the
amount of deferred revenues so included in Total Debt.



     (c) The following definition is hereby added in Section 1.01 the Credit Agreement where
alphabetically appropriate to read as follows:




     “First Amendment” means that certain First Amendment to Credit Agreement dated as
November 20, 2007 among the Borrower, the Administrative Agent and the Lenders party
thereto.




     “Reserve Information” means, the Reserve Report and internal reserve reports prepared
as of March 31, June 30 and September 30 of each year by engineers who are employees of the
Borrower.



     2.2 Amendment to Section 5.0l(f). Section 5.01(f) of the of the Credit Agreement is hereby
amended in its entirety to read as follows:




(f) prior to the occurrence of an Investment Grade Date, (i) by March 31 of each
year, the Borrower shall furnish to the Administrative Agent and to each Lender a
Reserve Report, which Reserve Report shall be dated as of the immediately
preceding December 31 and shall set forth the Proved Reserves attributable to all
or substantially all of the Oil and Gas Properties then owned by the Borrower and
its Restricted Subsidiaries and the PV attributable thereto as contemplated in the
definition of Reserve Report and (ii) by May 15, August 15, and November 15 of
each year, commencing November 15, 2007, the Borrower shall furnish to the
Administrative Agent and to each Lender the applicable Reserve Information
prepared as of the immediately preceding March 31, June 30, and September 30,
respectively, and shall set forth the Proved Reserves attributable to all or
substantially all of the Oil and Gas Properties then owned by the Borrower and its
Restricted Subsidiaries and the PV attributable thereto; after the occurrence of
an Investment Grade Date, this Section 5.01(f) will be deleted permanently;



     2.3 Waiver of Section 5.01(f).



     (a) The Borrower’s failure to comply with Section 5.01(f) because of failure to deliver the
Reserve Information due on November 15, 2007 is hereby waived. Such Reserve Information was
delivered on November 16, 2007.



3









 





     (b) The express waiver set forth in this Section 2.3 is limited to the extent described herein
and shall not be construed to be a consent to or a permanent waiver of any terms, provisions,
covenants, warranties or agreements contained in the Credit Agreement or in any of the other Loan
Documents, unless expressly provided so herein. The Required Lenders reserve the right to exercise
any rights and remedies available to them and to the Lenders in connection with any present or
future defaults with respect to the Credit Agreement or any other provision of any Loan Document.



     Section 3. Conditions Precedent. The effectiveness of this First Amendment is subject to the
receipt by the Administrative Agent of the following documents and satisfaction of the other
conditions specified in this Section 3:



     3.1 Counterparts of First Amendment. The Administrative Agent shall have received from the
Borrower and the Required Lenders multiple counterparts (in such number as may be requested by the
Administrative Agent) of this First Amendment signed on behalf of each such party.



     3.2 No Default. No Default shall have occurred and be continuing as of the date hereof, after
giving effect to the terms of this First Amendment.



     Section 4. Miscellaneous.



     4.1 Confirmation. The provisions of the Credit Agreement, as amended by this First Amendment,
shall remain in full force and effect in accordance with its terms following the effectiveness of
this First Amendment.



     4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby (a)
represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms
of this First Amendment, (i) all of the representations and warranties contained in each Loan
Document to which it is a party are true and correct, except to the extent any such representations
and warranties are expressly limited to an earlier date, in which case, such representations and
warranties shall continue to be true and correct in all material respects as of such specified
earlier date, and (ii) no Default has occurred and is continuing.



     4.3 Loan Document. This First Amendment is a “Loan Document” as defined and described in the
Credit Agreement and all of the terms and provisions of the Credit Agreement, as amended by this
First Amendment, relating to Loan Documents shall apply hereto.



     4.4 Counterparts. This First Amendment may be executed by one or more of the parties hereto in
any number of separate counterparts, and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.



     4.5 No Oral Agreement. This First Amendment, the Credit Agreement and the other Loan Documents
executed in connection therewith represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties.
There are no subsequent oral agreements between the parties.



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     4.6 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS.



[SIGNATURES
BEGIN NEXT PAGE]




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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as
of the date first written above.



	 	 	 	 	 	 	 
	BORROWER:	 	PIONEER NATURAL RESOURCES COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard P. Dealy
 

Richard P. Dealy
	 	 
	 

	 	Title:
	 	EVP & CFO	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	as a Lender and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kevin Utsey
 

Kevin Utsey
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Wachovia Bank, National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Shannan Townsend
 

Shannan Townsend
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ronald E. McKaig
 

Ronald E. McKaig
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	DEUTSCHE BANK AG NEW YORK BRANCH

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Marcus Tarkington
 

Marcus Tarkington
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rainer Meier
 

Rainer Meier
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Wells Fargo Bank, NA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David C. Brooks
 

David C. Brooks
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	UBS Loan Finance LLC

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Irja R. Otsa
 

Irja R. Otsa
	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mary E. Evans
 

Mary E. Evans
	 	 
	 

	 	Title:
	 	Associate Director	 	 






Signature
Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	BMO CAPITAL MARKETS FINANCING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James V. Ducote
 

James V. Ducote
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Calyon New York Branch	 	 
	 	 	Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dennis E. Petito
 

Dennis E. Petito
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael D. Willis
 

Michael D. Willis
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Citibank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ashish Sethi
 

Ashish Sethi
	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	THE ROYAL BANK OF SCOTLAND plc	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David Slye
 

David Slye
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 










	 	 	 	 	 	 	 
	LENDER:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	DnB NOR Bank ASA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Philip F. Kurpiewski
 

Philip F. Kurpiewski
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Asa Jemseby Rodgers
 

Asa Jemseby Rodgers
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	BNP PARIBAS

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Betsy Jocher
 

Betsy Jocher
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert Long
 

Robert Long
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Mizuho Corporate Bank, Ltd.	 	 
	 	 	Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Raymond Ventura
 

Raymond Ventura
	 	 
	 

	 	Title:
	 	Deputy General Manager	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Barclays Bank PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nicholas Bell
 

Nicholas Bell
	 	 
	 

	 	Title:
	 	Director	 	 






 









 






	 	 	 	 	 	 	 
	LENDER:	 	Fortis Capital Corp.

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michele Jones
 

Michele Jones
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	GOLDMAN SACHS CREDIT PARTNERS L.P.

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Pedro Ramirez
 

Pedro Ramirez
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	SOCIETE GENERALE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Elena Robciuc
 

Elena Robciuc
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Toronto Dominion (Texas) LLC

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jackie Barrett
 

Jackie Barrett
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	U.S. BANK NATIONAL ASSOCIATION

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Tyler Fauerbach
 

Tyler Fauerbach
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Union Bank of California N.A.	 	 
	 	 	Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sean M. Murphy
 

Sean M. Murphy
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	Credit Suisse, Cayman Islands Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian Caldwell
 

Brian Caldwell
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nupur Kumar
 

Nupur Kumar
	 	 
	 

	 	Title:
	 	Associate	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	LENDER:	 	The Bank of Nova Scotia

Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Andrew Ostrov
 

Andrew Ostrov
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to First Amendment to Amended and Restated Credit Agreement