0001407463-09-000004 Sample Contracts

FIRST AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • March 6th, 2009 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO OMNIBUS AGREEMENT (“Amendment”), is entered into as of December 31, 2008, to be effective as of May 6, 2008, by and among Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (the “Partnership”), Pioneer Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), Pioneer Natural Resources Company, a Delaware corporation, Pioneer Natural Resources USA, Inc., a Delaware corporation, and Pioneer Southwest Energy Partners USA LLC, a Delaware limited liability company. The above-named entities are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.”

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