THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.15
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 15,
2008 (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, XXXXX FARGO BANK, N. A., as
Syndication Agent, and BMO CAPITAL MARKETS FINANCING, INC., as Documentation Agent.
WITNESSETH:
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 by that certain Amendment to Credit Agreement,
dated as of December 14, 2007, as further amended by that certain Second Amendment to Credit
Agreement, dated as of February 15, 2008, by and among the Borrower, the Lenders, the Swing Line
Lender, the L/C Issuer, the Administrative Agent, the Syndication Agent and the Documentation Agent
(as may be further 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 waive certain provisions of the
Credit Agreement and 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 1.01 of the Credit Agreement. Section 1.01 of the
Credit Agreement is hereby amended by deleting the definition of “Outside Closing Date” and
replacing it in its entirety with the following:
“‘Outside Closing Date’ means June 20, 2008.”
SECTION 3. Amendment of Section 2.09 of the Credit Agreement. Section 2.09 of the
Credit Agreement is hereby amended by deleting the text of sub-clause (iii) of clause (b) thereof
and replacing it in its entirety with the following:
“(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, (i) for the
period commencing on December 15, 2007 and ending on April
14, 2008, 50% of the Applicable Rate set forth
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under the column “Commitment Fee” times the Aggregate
Commitments and (ii) for the period commencing on April 15,
2008 and ending on the earlier of the Closing Date or the
date on which the Aggregate Commitments terminate, the
Applicable Rate set forth under the column “Commitment Fee”
times the Aggregate Commitments. Such commitment fee
shall be payable in full upon the earlier of the Closing Date
or the termination of the Aggregate Commitments.”
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 Lenders
that as of the date hereof, after giving effect to this Amendment:
(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.
(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
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(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 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.
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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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Third 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 |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
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Third Amendment to Credit Agreement
| BANK OF AMERICA, N.A., as Administrative Agent |
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| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: | Xxxxxx X. XxXxxx | |||
| Title: | Senior Vice President | |||
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Third Amendment to Credit Agreement
| BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender |
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| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: | Xxxxxx X. XxXxxx | |||
| Title: | Senior Vice President | |||
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Third Amendment to Credit Agreement
| XXXXX FARGO BANK, N.A., as Syndication Agent and a
Lender |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
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Third Amendment to Credit Agreement
| BMO CAPITAL MARKETS FINANCING, INC., as Documentation
Agent and a Lender |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
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Third Amendment to Credit Agreement
| BARCLAYS BANK PLC, as a Lender |
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| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Director | |||
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Third Amendment to Credit Agreement
| CITIBANK, N.A., as a Lender |
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Vice President | |||
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Third Amendment to Credit Agreement
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender |
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| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Vice President | |||
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Third Amendment to Credit Agreement
| DNB NOR BANK ASA, as a Lender |
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| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Senior Vice President | |||
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Third Amendment to Credit Agreement
| JPMORGAN CHASE BANK, N.A., as a Lender |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Director | |||
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Third Amendment to Credit Agreement
| THE ROYAL BANK OF SCOTLAND plc, as a Lender |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Senior Vice President | |||
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Third Amendment to Credit Agreement
| TORONTO DOMINION (TEXAS) LLC, as a Lender |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
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Third Amendment to Credit Agreement
| UBS LOAN FINANCE LLC, as a Lender |
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| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Associate Director Banking Products Services, US |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Associate Director Banking Products Services, US |
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Third Amendment to Credit Agreement
| U.S. BANK NATIONAL ASSOCIATION, as a Lender |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
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Third Amendment to Credit Agreement
| SOCIETE GENERALE, as a Lender |
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| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
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