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Exhibit 10.8




AMENDMENT TO CREDIT AGREEMENT




     THIS
AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), dated as of December 14, 2007
(the “Effective Date”), is entered into by and among PIONEER SOUTHWEST ENERGY PARTNERS
L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party
hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, N. A., as
Syndication Agent, and BMO CAPITAL MARKETS FINANCING, INC., as Documentation Agent.



W I T N E S S E T H:




     WHEREAS, the Borrower, the Lenders, the Swing Line Lender, the L/C Issuer, the Administrative
Agent, the Syndication Agent and the Documentation Agent have entered into that certain Credit
Agreement dated as of October 29, 2007 (as amended or otherwise modified, the “Credit
Agreement”);



     WHEREAS, the Borrower, the Lenders, the Swing Line Lender, the L/C Issuer, the Administrative
Agent, the Syndication Agent and the Documentation Agent intend to amend certain provisions of the
Credit Agreement as set forth herein.



     NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
the parties hereto agree as follows:



     SECTION 1. Definitions. Unless otherwise defined in this Amendment, each capitalized
term used in this Amendment has the meaning assigned to such term in the Credit Agreement.



     SECTION 2. Amendment of Section 2.09. Clause (b) of Section 2.09 of the Credit
Agreement is hereby amended by adding a new sub-clause (iii) as follows:




     “(iii) The Borrower shall pay to the Administrative Agent, for
the account of each Lender in accordance with its Applicable
Percentage, a commitment fee equal to 50% of the Applicable Rate set
forth under the column “Commitment Fee” times the Aggregate
Commitments, such fee to accrue only during the period from and
after December 15, 2007 to and including, and to be payable in full
upon, the earlier of the Closing Date or the termination of the
Aggregate Commitments.”



     SECTION 3. Amendment of Section 4.01 of the Credit Agreement. Section 4.01 of the
Credit Agreement is hereby amended as follows:




     (a) by deleting the text of clause (b) thereof and replacing it in its entirety with
the following:




     “(b) The Closing Transactions shall have occurred (or the
Administrative Agent shall be satisfied that such transactions



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will occur simultaneously with the Closing Date), substantially
as described in the Registration Statement and the Borrower shall
have received no less than $100,000,000, net of underwriting
discounts and fees, in proceeds from the Equity Offering.”; and




     (b) by deleting the text of clause (d) thereof and replacing it in its entirety with
the following:




     “(d) The Closing Date shall have occurred on or before February
15, 2008.”.



     SECTION 4. Representations and Warranties, Etc. To induce the Lenders to enter into
this Amendment, the Borrower represents and warrants to the Administrative Agent and the and the
Lenders that as of the date hereof:




     (a) each of the representations and warranties by the Borrower contained in the Credit
Agreement and in the other Loan Documents are true and correct on and as of the date hereof
in all material respects as though made as of the date hereof, except those that by their
terms relate solely as to an earlier date, in which event they shall be true and correct on
and as of such earlier date;




     (b) the execution, delivery and performance of this Amendment has been duly authorized
by all requisite organizational action on the part of the Borrower;




     (c) the Credit Agreement and each other Loan Document constitute valid and legally
binding agreements enforceable against each Loan Party that is a party thereto in accordance
with their respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws relating to or affecting creditors’ rights generally and by general principles of
equity, regardless of whether considered in a proceeding in equity or at law; and




     (d) no Default or Event of Default exists under the Credit Agreement or any of the
other Loan Documents.



     SECTION 5. Ratification. The Borrower hereby ratifies and confirms, as of the
Effective Date, (a) the covenants and agreements contained in each Loan Document to which it is a
party, including, in each case, as such covenants and agreements may be modified by this Amendment
and the transactions contemplated thereby and (b) all of the Obligations under the Credit Agreement
and the other Loan Documents. This Amendment is an amendment to the Credit Agreement, and the
Credit Agreement as amended hereby, is hereby ratified, approved and confirmed in each and every
respect.



     SECTION 6. Effectiveness. This Amendment shall become effective as of the Effective
Date when all of the conditions set forth in this Section have been satisfied.



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     (a) The Administrative Agent shall have received duly executed counterparts of this
Amendment from the Borrower, the Administrative Agent, the L/C Issuer, the Syndication
Agent, the Documentation Agent and each Lender; and




     (b) The Administrative Agent shall have received (i) all reasonable documented
out-of-pocket fees, costs and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and related documents (including all
reasonable documented fees, charges and disbursements of counsel to the Administrative
Agent), and (ii) all other reasonable fees, costs and expenses due and payable pursuant to
Section 10.04 of the Credit Agreement, in each case under either clause (i) or (ii) above,
to the extent then invoiced.



     SECTION 7. Governing Law; Severability; Integration. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS. If any provision of this
Amendment or any other Loan Document is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Amendment and the other
Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. This Amendment and
the other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.



     SECTION 8. Execution in Counterparts. This Amendment may be executed by the parties
hereto in several counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original and all of which when taken together shall constitute a single
document.



     SECTION 9. Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted successors and assigns;
provided, however, that (a) no Borrower may assign or transfer its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each
Lender; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section
10.06 of the Credit Agreement.



     SECTION 10. Miscellaneous. (a) On and after the effectiveness of this Amendment, each
reference in each Loan Document to “the Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended or otherwise modified by this Amendment; (b) the
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any default of the Borrower or any right, power or remedy of the
Administrative Agent, the L/C Issuer, the Syndication Agent, the Documentation Agent or the Lenders
under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents; (c) this Amendment is a Loan Document executed pursuant to the Credit



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Agreement and shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Credit Agreement; and (d) a
facsimile signature of any party hereto shall be deemed to be an original signature for purposes of
this Amendment.



     SECTION 11. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.



[Remainder of Page Left Intentionally Blank]




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Amendment to Credit Agreement




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



	 	 	 	 	 
	 	 	PIONEER SOUTHWEST ENERGY PARTNERS L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Pioneer Natural Resources GP LLC, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard P. Dealy
	 

	 	 	 	 
	 

	 	Name:
	 	Richard P. Dealy
	 

	 	Title:
	 	Executive Vice President and Chief Financial Officer
	 

	 	 	 	






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. McKaig
	 

	 	 	 	 
	 

	 	Name:
	 	Ronald E. McKaig
	 

	 	Title:
	 	Senior Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and


Swing Line Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald E. McKaig
	 

	 	 	 	 
	 

	 	Name:
	 	Ronald E. McKaig
	 

	 	Title:
	 	Senior Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Syndication Agent and a
Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David C. Brooks
	 

	 	 	 	 
	 

	 	Name:
	 	David C. Brooks
	 

	 	Title:
	 	Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING, INC., as Documentation
Agent and a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James V. Ducote
	 

	 	 	 	 
	 

	 	Name:
	 	James V. Ducote
	 

	 	Title:
	 	Director






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Gyurindak
	 

	 	 	 	 
	 

	 	Name:
	 	Joseph Gyurindak
	 

	 	Title:
	 	Director






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ashish Sethi
	 

	 	 	 	 
	 

	 	Name:
	 	Ashish Sethi
	 

	 	Title:
	 	Attorney-in-Fact






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marcus Tarkington
	 

	 	 	 	 
	 

	 	Name:
	 	Marcus Tarkington
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Heidi Sandquist
	 

	 	 	 	 
	 

	 	Name:
	 	Heidi Sandquist
	 

	 	Title:
	 	Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	DNB NOR BANK ASA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Tang
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas Tang
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Asa Jemseby Rodgers
	 

	 	 	 	 
	 

	 	Name:
	 	Asa Jemseby Rodgers
	 

	 	Title:
	 	Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Traband
	 

	 	 	 	 
	 

	 	Name:
	 	Robert W. Traband
	 

	 	Title:
	 	Executive Director






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott L. Joyce
	 

	 	 	 	 
	 

	 	Name:
	 	Scott L. Joyce
	 

	 	Title:
	 	Senior Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	TORONTO DOMINION (TEXAS) LLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Debbi L. Brito
	 

	 	 	 	 
	 

	 	Name:
	 	Debbi L. Brito
	 

	 	Title:
	 	Authorized Signatory






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
	 

	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa
	 

	 	Title:
	 	Associate Director
	 

	 	 	 	Banking Products Services, US
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Tavrow
	 

	 	Title:
	 	Director
	 

	 	 	 	Banking Products Services, US






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tyler Fauerbach
	 

	 	 	 	 
	 

	 	Name:
	 	Tyler Fauerbach
	 

	 	Title:
	 	Vice President






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Amendment to Credit Agreement




	 	 	 	 	 
	 	 	SOCIETE GENERALE, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Elena Robciuc
	 

	 	 	 	 
	 

	 	Name:
	 	Elena Robciuc
	 

	 	Title:
	 	Director







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