PIONEER SOUTHWEST ENERGY PARTNERS L.P. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This Agreement (“Agreement”) is made and entered into as of the day of , 2007, by and between Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (the “Partnership”), and [Name] (“Indemnitee”).
ADMINISTRATIVE SERVICES AGREEMENT among PIONEER SOUTHWEST ENERGY PARTNERS L.P., PIONEER NATURAL RESOURCES GP LLC, PIONEER SOUTHWEST ENERGY PARTNERS USA LLC, and PIONEER NATURAL RESOURCES USA, INC. dated effective as of , 2007Administrative Services Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of , 2007, among Pioneer Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (the “Partnership”), Pioneer Southwest Energy Partners USA LLC, a Texas limited liability company (the “Operating Company”), and Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA,” and collectively with the General Partner, the Partnership and the Operating Company, the “Parties” and each, a “Party”).
OMNIBUS OPERATING AGREEMENTOmnibus Operating Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
This Omnibus Operating Agreement (this “Agreement”) is made and entered into this ___day of ___, 2007, by and between Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), and Pioneer Southwest Energy Partners USA LLC, a Texas limited liability company (“PSE USA”). Pioneer USA and PSE USA are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
TAX SHARING AGREEMENT BY AND AMONG PIONEER NATURAL RESOURCES COMPANY AND PIONEER SOUTHWEST ENERGY PARTNERS L.P.Tax Sharing Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Delaware
FORM] PIONEER SOUTHWEST ENERGY PARTNERS L.P. 2007 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR NONEMPLOYEE DIRECTORS (INITIAL AWARD)Restricted Unit Agreement for Nonemployee Directors • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between PIONEER NATURAL RESOURCES GP LLC, a Delaware limited liability company (the “Company”), and (the “Director”). This Agreement is entered into as of the ___day of , 200___(the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
AGREEMENT AND PLAN OF MERGER of PIONEER NATURAL RESOURCES USA, INC. PIONEER SOUTHWEST ENERGY PARTNERS USA LLC PIONEER RETAINED PROPERTIES COMPANY LLC and PIONEER LIMITED NATURAL RESOURCES PROPERTIES LLCAgreement and Plan of Merger • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
This Agreement and Plan of Merger (this “Plan of Merger”) is made as of [___], 2007, pursuant to Title 1, Section 10.003 and 10.004 of the Texas Business Organizations Code, by and among Pioneer Natural Resources USA, Inc., a Texas corporation (“Pioneer USA”), Pioneer Southwest Energy Partners USA LLC, a Texas limited liability company (the “Operating Company”), Pioneer Retained Properties Company LLC, a Texas limited liability company (“Retained Company”), and Pioneer Limited Natural Resources Properties LLC, a Texas limited liability company (“Properties LLC”, and together with Pioneer USA, the Operating Company and Retained Company being sometimes collectively referred to as the “Parties” and individually as a “Party”).
PIONEER SOUTHWEST ENERGY PARTNERS L.P. 12,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • New York
Deutsche Bank Securities Inc. Citigroup Global Markets Inc. UBS Securities LLC As Representatives of the Several Underwriters,
MEMBERSHIP INTEREST SALE AGREEMENTMembership Interest Sale Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
This Membership Interest Sale Agreement (the “Agreement”) is executed as of [ ], 2007 between Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), and Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (“MLP”, and together with Pioneer USA, being sometimes collectively referred to as the “Parties” and individually as a “Party”).
CONTRIBUTION AGREEMENT by and among PIONEER NATURAL RESOURCES USA, INC. PIONEER NATURAL RESOURCES GP LLC and PIONEER SOUTHWEST ENERGY PARTNERS L.P.Contribution Agreement • October 17th, 2007 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
THIS CONTRIBUTION AGREEMENT, dated as of , 2007, is entered into by and among Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), Pioneer Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), and Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (“MLP”). The foregoing parties hereto are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Each capitalized term used herein that is defined in Section 1.1 shall have the meaning assigned to such term in Section 1.1. Other terms defined herein have the meanings so given them.
