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
----------------------------
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,
WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
----------------------------
J.P. MORGAN SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC,
as Co-Arrangers and Joint Bookrunners
<PAGE>
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 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents, and J.P.
MORGAN 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)."
<PAGE>
(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.
2
<PAGE>
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
