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
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
as the Borrower
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
as Administrative Agent
and
The Lenders Party Hereto
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.
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(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.
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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/ Xxxxxxx X. Xxxxx
|
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| 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/ Xxxxx Xxxxx
|
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| Title: | Vice President | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Wachovia Bank, National Association | |||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxxx
|
|||||
| Title: | Director | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | BANK OF AMERICA, N.A. | |||||
| By: Name: |
/s/ Xxxxxx X. XxXxxx
|
|||||
| 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/ Xxxxxx Xxxxxxxxxx
|
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| Title: | Director | |||||
| By: Name: |
/s/ Xxxxxx Xxxxx
|
|||||
| Title: | Vice President | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Xxxxx Fargo Bank, NA | |||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
|
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| Title: | Vice President | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | UBS Loan Finance LLC Name of Lender |
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| By: Name: |
/s/ Xxxx X. Xxxx
|
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| Title: | Associate Director | |||||
| By: Name: |
/s/ Xxxx X. Xxxxx
|
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| Title: | Associate Director | |||||
Signature
Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | BMO CAPITAL MARKETS FINANCING, INC. | |||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
|
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| Title: | Director | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Calyon New York Branch | |||||
| Name of Lender | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxx
|
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| Title: | Managing Director | |||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxx
|
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| Title: | Director | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Citibank, N.A. | |||||
| By: Name: |
/s/ Xxxxxx Xxxxx
|
|||||
| 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/ Xxxxx Xxxx
|
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| Title: | Vice President | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
LENDER: |
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| DnB NOR Bank ASA | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxxxxx
|
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| Title: | Senior Vice President | |||||
| By: Name: |
/s/ Asa Jemseby Xxxxxxx
|
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| Title: | Vice President | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | BNP PARIBAS Name of Lender |
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| By: Name: |
/s/ Xxxxx Xxxxxx
|
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| Title: | Director | |||||
| By: Name: |
/s/ Xxxxxx Xxxx
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| 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/ Xxxxxxx Xxxxxxx
|
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| Title: | Deputy General Manager | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Barclays Bank PLC | |||||
| By: Name: |
/s/ Xxxxxxxx Xxxx
|
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| Title: | Director | |||||
| LENDER: | Fortis Capital Corp. Name of Lender |
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| By: Name: |
/s/ Xxxxxxx Xxxxx
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| Title: | Director | |||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | Managing Director | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | XXXXXXX SACHS CREDIT PARTNERS L.P. Name of Lender |
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| By: Name: |
/s/ Xxxxx Xxxxxxx
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| Title: | Authorized Signatory | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | SOCIETE GENERALE | |||||
| By: Name: |
/s/ Xxxxx Xxxxxxx
|
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| Title: | Director | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Toronto Dominion (Texas) LLC Name of Lender |
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| By: Name: |
/s/ Xxxxxx Xxxxxxx
|
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| Title: | Authorized Signatory | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | U.S. BANK NATIONAL ASSOCIATION Name of Lender |
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| By: Name: |
/s/ Xxxxx Xxxxxxxxx
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| 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/ Xxxx X. Xxxxxx
|
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| Title: | Senior Vice President | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | Credit Suisse, Cayman Islands Branch | |||||
| By: Name: |
/s/ Xxxxx Xxxxxxxx
|
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| Title: | Director | |||||
| By: Name: |
/s/ Xxxxx Xxxxx
|
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| Title: | Associate | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
| LENDER: | The Bank of Nova Scotia Name of Lender |
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| By: Name: |
/s/ Xxxxxx Xxxxxx
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| Title: | Director | |||||
Signature Page to First Amendment to Amended and Restated Credit Agreement
