Unassociated Document


    
      

    

    Exhibit 10.20
   

    AMENDMENT
TO NATURAL GAS LIQUIDS PURCHASE AGREEMENT BY AND BETWEEN

    ONEOK
HYDROCARBON, L.P. AND PIONEER NATURAL RESOURCES USA, INC.

    DATED
MARCH 26, 2003

     

    THIS AMENDMENT is made as of
this 27th day of October, 2009, by and between PIONEER NATURAL RESOURCES USA,
INC. ("Pioneer"), and ONEOK HYDROCARBON,   L.P. (formerly known as,
KOCH Hydrocarbon, LP) ("OHLP").

     

    WHEREAS, under that certain
Natural Gas Liquids Purchase Agreement dated March 26, 2003 (the "Original
Agreement"), as amended by that certain Amendment dated February 9, 2005 (the
"First Amendment"), further amended by that certain Amendment dated April 8,
2008 (the "Second Amendment"), and further amended by that certain Amendment
dated April 29, 2009 (the "Third Amendment") (the Original Agreement together
with the First Amendment, Second Amendment and Third Amendment hereinafter
collectively referred to as the "Agreement"), Pioneer sells and OHLP purchases
certain volumes of natural gas liquids that originate from the Midkiff and
Benedum Plants as described therein; and,

     

    WHEREAS,
said Parties desire to amend the Agreement as hereinafter set
forth.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties mutually agree to amend the
Agreement as follows in this Second Amendment.

     

    
      	
            	
              1.

            	
               Section
      2, Term,
      of the Agreement shall be deleted in its entirety, and the following
      substituted in lieu thereof:

            


    

     

    "2. Term. This Agreement shall begin
on the Effective Date, and shall be effective through the end of the day on
October 31, 2009, and continue month to month thereafter until either party
provides the other party written notice to terminate thirty (30) days prior to
the start of a new month."

     

    
      	
            	
              2.

            	
              Effective
      October 1, 2009, Section 5. Base and Adjusted Base
      Fractionation Fees, shall be deleted in its entirety, and the
      following substituted in lieu
thereof:

            


    

     

    "5. Base and
Adjusted Base Fractionation Fees. The Base Fractionation Fee
shall be four cents (4.00¢) per Gallon of
the NGL's delivered hereunder. Commencing October 1, 2009, and the beginning of
each Month thereafter, the Base Fractionation Fee shall be adjusted to equal the
sum of the following two components (the "Adjusted Base Fractionation
Fee"):

     

    1.
Eighty-two hundredths of a cent (0.82¢) per Gallon for
fuel gas, which shall be redetermined by (i) the price per MMBtu of natural gas
reflected by the Monthly Houston Ship Channel/Beaumont, Texas, index (applicable
to the first Day of the Month - large packages only), for each current Month of
actual delivery, as published in Inside F.E.R.C.'s Gas Market Report, plus nine
cents (9.00�), divided by
$3.50/MMBtu, and (ii) multiplying the resulting ratio by 0.82� per Gallon,
and

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    2. A base
fee of three and eighteen one hundredths cents (3.18�) per
Gallon.

     

    Notwithstanding
anything to the contrary, the Adjusted Base Fractionation Fee shall not be
reduced below the Base Fractionation Fee of 4.00� per
Gallon."

     

    This
Amendment shall be effective as of October 1, 2009. Except as hereby amended,
the Agreement shall remain in full force and effect. Capitalized terms not
otherwise defined herein shall have the respective meanings assigned to such
terms by the Agreement.

     

    IN
WITNESS WHEREOF, the Parties have executed this Amendment the day and year first
above written.

    


    
      	PIONEER
      NATURAL RESOURCES USA, INC.	 	ONEOK
      HYDROCARBON, L.P.
	 	
               

            	 	By:
      ONEOK HYDROCARBON GP, L.L.C,
	 	 
      	 	its
      General Partner
	 	 	 	 	 
	By:	
              /s/ Hershal K.
      Wolfe

            	 	By: 	
              /s/
      Sheridan Swords

            
	 	 	 
	Printed
      Name: Hershal K. Wolfe	 	Printed
      Name: Sheridan Swords
	 	 
      	 	 	 
      
	Title:
      Vice President Marketing	 	Title:
      President


    

    


     

    2