EXHIBIT 99.1
SECOND AMENDMENT
TO
5-YEAR REVOLVING CREDIT AGREEMENT
dated as of
January 21, 2005
among
PIONEER NATURAL RESOURCES COMPANY,
as the Borrower
JPMORGAN CHASE BANK,
as Administrative Agent
and
The Lenders Party Hereto
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JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Issuing Banks
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent
BANK OF AMERICA, N.A., BANK ONE, N.A., FLEET NATIONAL BANK, XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
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X.X. XXXXXX SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC,
as Co-Arrangers and Joint Bookrunners
THIS SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this "Second
Amendment") dated as of January 21, 2005, among PIONEER NATURAL RESOURCES
COMPANY, a Delaware corporation, as the Borrower, JPMORGAN CHASE BANK, as
Administrative Agent, JPMORGAN CHASE BANK AND BANK OF AMERICA, N.A., as Issuing
Banks, the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Syndication Agent, BANK OF AMERICA, N.A., BANK ONE, N.A., FLEET NATIONAL BANK,
AND XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and X.X.
XXXXXX SECURITIES INC. AND WACHOVIA CAPITAL MARKETS, LLC, as Co-Arrangers and
Joint Bookrunners.
R E C I T A L S
A. The Borrower, the Administrative Agent, the Issuing Banks, the Lenders
party thereto, the Syndication Agent, the Co-Documentation Agents, and the
Co-Arrangers and Joint Bookrunners are parties to that certain Credit Agreement
dated as of December 16, 2003 (as amended, modified, supplemented or restated by
the First Amendment, 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 Second Amendment, shall have
the meaning ascribed such term in the Credit Agreement. Unless otherwise
indicated, all section references in this Second 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 and the Second Amendment, as the same may from time to time be
amended, modified, supplemented or restated.
(b) The definition of "Consolidated EBITDAX" in Section 1.01 of the Credit
Agreement shall be amended to add the following at the end of clause (b)
thereof:
"; provided, however, non-cash income or gains in respect of deferred
revenue, production payments and other matters included in the definition
of Indebtedness shall not be subtracted from Consolidated Net Income under
this clause (b)."
(c) The following definitions are hereby added in Section 1.01 the Credit
Agreement where alphabetically appropriate to read as follows:
"Consolidated Net Tangible Assets" means, on any date, the aggregate
amount of total assets of the Borrower and its Subsidiaries, minus (a) all
current liabilities of the Borrower and its Subsidiaries (excluding current
liabilities included in the definition of Indebtedness and excluding
current liabilities attributable to commodities derivative contracts), (b)
all goodwill of the Borrower and its Subsidiaries and (c) current and long-
term assets attributable to commodities derivative contracts, all
determined on a consolidated basis in accordance with GAAP.
"Second Amendment" means that certain Second Amendment to Credit
Agreement dated as of January 21, 2005 among the Borrower, the
Administrative Agent and the Lenders party thereto.
2.2 Amendment to Section 6.01. Section 6.01 of the Credit Agreement is
hereby amended to (a) delete the word "and" immediately preceding clause (ii)
and to replace such word with a semi-colon and (b) add the following clause
(iii) at the end thereof.
"; and (iii) Indebtedness of any Restricted Subsidiary in respect of
production payments, forward sales and similar arrangements referred to in
Section 6.02(g)."
2.3 Amendment to Section 6.02. The following clause (g) is hereby added to
Section 6.02 of the Credit Agreement.
"(g) production payments, forward sales and similar arrangements;
provided that the amount of Indebtedness attributable thereto does not
exceed fifteen percent (15%) of Consolidated Net Tangible Assets determined
as of the time each such production payment, forward sale or similar
arrangement is entered into and determined based upon the financial
statements then most recently delivered pursuant to Section 5.01(a) or (b),
and without reduction to Consolidated Net Tangible Assets on account of any
such production payment, forward sale or similar arrangement."
Section 3. Conditions Precedent. The effectiveness of this Second 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 Second 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 Second
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 Second Amendment.
Section 4. Miscellaneous.
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4.1 Confirmation. The provisions of the Credit Agreement, as amended by
this Second Amendment, shall remain in full force and effect in accordance with
its terms following the effectiveness of this Second 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 Second 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 Second 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 Second Amendment, relating to Loan
Documents shall apply hereto.
4.4 Counterparts. This Second 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 Second Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
4.5 No Oral Agreement. This Second 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.
4.6 GOVERNING LAW. THIS SECOND 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 Second Amendment to
be duly executed as of the date first written above.
BORROWER: PIONEER NATURAL RESOURCES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive Vice-President and CFO
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JPMORGAN CHASE BANK,
as a Lender and as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
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Title: Managing Director
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
Co-Arranger: X.X. XXXXXX SECURITIES INC.
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By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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Co-Arranger: WACHOVIA CAPITAL MARKETS, LLC
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By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Director
Syndication Agent & Lender: WACHOVIA BANK, NATIONAL ASSOCIATION
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By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Director
Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
Documentation Agent & Lender: BANK OF AMERICA, N.A.
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By: /s/ Xxxxxx X. XxXxxx
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Name: Xxxxxx X. XxXxxx
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Title: Senior Vice President
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Documentation Agent & Lender: FLEET NATIONAL BANK
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By: /s/ Xxxxxx X. XxXxxx
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Name: Xxxxxx X. XxXxxx
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Title: Senior Vice President
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Documentation Agent & Lender: XXXXX FARGO BANK, NATIONAL ASSOCIATION
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
Lenders: ABN AMRO
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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CITIBANK, N.A.
By: /s/ Joronne Xxxxx
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Name: Joronne Xxxxx
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Title: Attorney-in-Fact
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CALYON NEW YORK BRANCH
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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By: /s/ Xxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxx Xxxxxxx
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Title: Associate
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DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx-Xxxxx
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Name: Xxxxxxx Xxxxxxx-Xxxxx
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Title: Managing Director
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By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Director
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Managing Director
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SCOTIABANC INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Managing Director
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SUNTRUST BANK
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Vice President
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Assistant Vice President
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BARCLAYS BANK PLC
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Title: Director
BNP PARIBAS
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Director
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
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DNB NOR BANK ASA
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Senior Vice President
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By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
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Title: Vice President
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MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Senior Vice President
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Vice President
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AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By:
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Name:
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Title:
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XXXXXX XXXXXXX FINANCING, INC. (fka BMO
XXXXXXX XXXXX FINANCING, INC.)
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
KBC BANK N.V.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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XXXXXXX XXXXXXXX (XXXXX) LLC
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Authorized Agent
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UFJ BANK LIMITED
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
USB LOAN FINANCE LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Associate Director
Banking Products
Services, US
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx
Associate Director
Banking Products
Services, US
THE ROYAL BANK OF SCOTLAND PLC
By:
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Name:
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Title:
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Signature Page to Second Amendment to 5-Year Revolving Credit Agreement
